(iv) assignment to Assignee of the right pursuant to Section 3(c) of the Liquidation Agreement that, so long as Assignee and its Affiliates continue to own at least 7.5% of the outstanding shares of common stock of Virgin Orbit Pubco, VIL will assign to Assignee the right to nominate one director for election to the board of directors of Virgin Orbit Pubco, which shall be effected through a separate joinder to that certain Stockholders’ Agreement, dated as of December 29, 2021, by and among VO Holdings, V10 and the other persons named as parties therein ((i) through (iv), the “Assignments”).
2. Assignee hereby acknowledges, agrees and confirms that, by its execution of this Agreement, Assignee shall be bound by all of the terms, obligations, provisions and conditions contained in the Liquidation Agreement as they apply to Assignor solely with respect to the Assignments thereunder and as if an original signatory thereto in such capacity.
3. Assignor hereby acknowledges, agrees and confirms that (i) Assignor remains bound by all of the terms, obligations, provisions and conditions contained in the Liquidation Agreement as they apply to Assignor with respect to any matters not assigned to Assignee in the Assignments; and (ii) delivery of the Transferred VO Shares to Assignee pursuant to the terms of Section 4 of the Liquidation Agreement, constitutes full satisfaction of V10 and VIL’s obligations thereunder with respect to the Transferred VO Shares; for the avoidance of doubt, (i) any cash, securities or other assets remaining at V10 after the payment of the Convertible Notes and the Distribution pursuant to Sections 4(a) and 4(c) of the Liquidation Agreement, and after payment of obligations of V10, including liquidation expenses, shall be distributed to VIL and Assignor in the Liquidation pursuant to the terms of Section 4(e) of the Liquidation Agreement and the Articles of Association to the parties entitled thereto, and (ii) each of Assignor and VIL shall make such capital contributions to V10, if any, necessary to permit a Liquidation of V10 as contemplated by the Liquidation Agreement, in each case, on a pro rata basis based on their share ownership of V10 .
4. Assignor hereby acknowledges, agrees and confirms that, in accordance with Section 5(f) of the Liquidation Agreement, nothing in this Agreement shall relieve Assignor of its direct, continuing and full responsibility and liability for or with respect to any obligation owed by Assignor to the other Parties under the Liquidation Agreement.
5. V10 and VIL hereby acknowledge and accept the assignment of the Assignments from Assignor to Assignee hereunder pursuant to Section 5(f) of the Liquidation Agreement and V10 agrees to deliver the Transferred VO Shares and the rights thereunder to Assignee as set forth in Section 1 hereto.
6. Assignor and Assignee shall indemnify, defend and hold harmless V10, VIL, each of their respective affiliates and each officer, director, equityholder, member, partner, employee, representative, agent and trustee of VIL, V10 and their respective affiliates (the “Covered Persons”) against any claims, damages, liabilities, expenses (including all reasonable fees and expenses of counsel), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings arising out of or relating to the Assignments set forth in Section 1 hereto (including the distribution of the Transferred VO Shares from V10 to Assignee), unless such loss, claim, damage, liability, judgment, fine, settlement or other amount is a result of fraud on the part of such Covered Person. In the event that any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation contemplated by this Section 6 (other than as a result of fraud on the part of such Covered Person), Assignor and Assignee shall reimburse such Covered Person for its reasonable legal and other out-of-pocket expenses as they are incurred in connection therewith.
7. Assignor and Assignee hereby agree that, upon distribution of the Transferred VO Shares by V10 to Assignee pursuant to the terms of this Agreement, all of V10’s obligations under the Note Purchase Agreement (including the repayment by V10 in full of the Convertible Notes held by Assignor) and V10’s payment and distribution obligations under Section 4(a) and 4(c) of the Liquidation Agreement
