Exhibit
10.2


 


DEED
OF NOVATION, AMENDMENT AND RESTATEMENT


 


THIS
DEED is dated August 22, 2021


 


BETWEEN:


 


		1.	VIRGIN
                                            ENTERPRISES LIMITED, a company registered in England and Wales with registered number
                                            01073929, whose registered office is at The Battleship Building, 179 Harrow Road, London,
                                            W2 6NB (“VEL”);



 


		2.	VIRGIN
                                            ORBIT, LLC, a Delaware limited liability company whose principal place of business is
                                            at 4022 E. Conant St, Long Beach, CA 90808, USA (“Virgin Orbit”); and



 


		3.	NEXTGEN
                                            ACQUISITION CORP. II, (“Acquiror”), a Cayman Islands exempted company
                                            limited by shares (prior to its domestication as a Delaware corporation) whose principal
                                            place of business is at 2255 Glades Rd., Suite 324A, Boca Raton, FL 33431, USA,



 


(together
the “parties”).


 


WHEREAS:


 


		(A)	Virgin
                                            Orbit and VEL entered into a trade mark licence on 1 March 2017, as amended by the parties
                                            from time to time, pursuant to which VEL granted Virgin Orbit certain rights to use the Marks
                                            in the form of the Names (the “TMLA”).



 


		(B)	On
                                            or around the date of this Deed, Acquiror entered into that certain Agreement and Plan of
                                            Merger, dated as of August 22, 2021 (the “Merger Agreement”), by and among
                                            Acquiror, Pulsar Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary
                                            of Acquiror (“Merger Sub”) and Vieco USA, Inc., a Delaware corporation
                                            (the “Company”), pursuant to which, among other things, upon the terms
                                            and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with
                                            and into the Company, the separate corporate existence of Merger Sub will cease and the Company
                                            will be the surviving company and a wholly owned subsidiary of Acquiror (the “Merger”).



 






     


     


    

 


		(C)	The
                                            Merger Agreement provides that, among other things and in accordance with the terms and subject
                                            to the conditions thereof, prior to the closing of the Merger, the Company shall consummate
                                            the “Pre-Closing Restructuring” (as defined in the Merger Agreement), pursuant
                                            to which VO Holdings, Inc., a Delaware corporation and a subsidiary of the Company (“VO
                                            Holdings”) shall merge with and into the Company, the separate company existence
                                            of VO Holdings will cease and the Company will be the surviving company.



 


		(D)	In
                                            connection with the Merger, the parties have agreed that Acquiror should assume all Virgin
                                            Orbit’s rights and obligations arising from the Effective Time (as defined below) under
                                            the Amended TMLA (as defined below) and VEL has agreed to that assumption of rights and obligations
                                            by Acquiror and in exchange to release Virgin Orbit from its ongoing obligations and for
                                            VEL to perform its obligations for the benefit of Acquiror in each case on the terms of this
                                            Deed.



 


		(E)	Together
                                            with the proposed novation, VEL, Virgin Orbit and Acquiror have agreed to amend and restate
                                            the TMLA in the form attached in Annex A with effect from the Effective Time (as defined
                                            below) to reflect (i) the changes agreed between VEL and Virgin Orbit since the TMLA was
                                            amended and restated on 1 March 2017 and (ii) the further changes agreed between VEL and
                                            Acquiror.



 


NOW
IT IS AGREED as follows:


 


1.
INTERPRETATION


 


Words
and expressions that are not defined in this Deed shall have the meaning given to them in the form of the Amended TMLA in Annex A hereto.


 


2.
AMENDMENTS


 


Conditional
upon the Closing (as such term is defined in the Merger Agreement), the parties agree that the TMLA shall be amended and restated in
full to be in the form attached to this Deed in Annex A as of the “Effective Time” (as defined in the Merger Agreement) (the
TMLA as amended and restated by this Deed being the “Amended TMLA”). The parties agree that this Deed shall be of
no effect and automatically terminate upon any termination of the Merger Agreement pursuant to Section 10.1 thereof.


 






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3.
ACQUIROR’S UNDERTAKING


 


Together
with, and conditional upon, the amendment and restatement referred to in Clause 2 above (the “Amendment”) and in consideration
of the undertakings given by VEL in Clause 4, Acquiror hereby undertakes to observe, perform and discharge all liabilities arising under,
and to be bound by, the Amended TMLA with effect from the Effective Time. Notwithstanding this undertaking, nothing in this Deed shall:


 


		(A)	require
                                            Acquiror to observe, perform or discharge (or procure the observance, performance or discharge
                                            of) any obligation created by or arising under the TMLA falling due for performance, or which
                                            should have been performed, before the Effective Time; or



 


		(B)	make
                                            Acquiror liable for any act, neglect, default, indemnity, obligation or omission in respect
                                            of the TMLA committed by or the obligation of Virgin Orbit occurring before the Effective
                                            Time.



 


4.
VEL’S UNDERTAKING AND RELEASE OF VIRGIN ORBIT


 


		4.1	Together
                                            with, and conditional upon, the Amendment and in consideration of the undertakings given
                                            by Acquiror in Clause 3 and the release given by Virgin Orbit in Clause 5, VEL hereby:



 


		(A)	irrevocably
                                            releases and discharges Virgin Orbit from all obligations to observe, perform, discharge
                                            and be bound by the TMLA and from all liabilities, claims and demands arising under the TMLA
                                            as of and after the Effective Time;



 


		(B)	accepts
                                            Acquiror‘s undertaking to observe, perform and discharge all liabilities arising under,
                                            and be bound by, the Amended TMLA (such undertaking being set out in Clause 3) as of and
                                            after the Effective Time; and



 


		(C)	undertakes
                                            to observe, perform and discharge all liabilities arising under, and to be bound by, the
                                            Amended TMLA, with effect from the Effective Time.



 


		4.2	Notwithstanding
                                            the undertaking and release in Clause 4.1, nothing in this Deed shall affect or prejudice
                                            any claim or demand whatsoever which VEL may have against Virgin Orbit in relation to the
                                            TMLA and arising out of matters prior to the Effective Time.



 






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5.
VIRGIN ORBIT’S UNDERTAKING AND RELEASE OF VEL


 


		5.1	Together
                                            with the Amendment and in consideration of the undertakings and release given by VEL in Clause
                                            4, Virgin Orbit hereby irrevocably releases and discharges VEL from all obligations to observe,
                                            perform, discharge and be bound by the TMLA with respect to Virgin Orbit and from all liabilities,
                                            claims and demands with respect to Virgin Orbit arising under the TMLA as of and after the
                                            Effective Time.



 


		5.2	Notwithstanding
                                            the undertaking and release in Clause 5.1, nothing in this Deed shall affect or prejudice
                                            any claim or demand whatsoever which Virgin Orbit may have against VEL in relation to the
                                            TMLA and arising out of matters prior to the Effective Time.



 


6.
VEL CONSENT TO MERGER


 


		6.1	Pursuant
                                            to clause 9.2(h) of the TMLA, VEL has the right to terminate the TMLA if there is a direct
                                            or indirect change of Control of Virgin Orbit or any parent or holding company of Virgin
                                            Orbit. This right to terminate may be triggered by the Merger.



 


		6.2	VEL
                                            hereby agrees not to exercise any rights it may have to terminate the TMLA under clause 9.2(h)
                                            of the TMLA in respect of completion of the Merger in accordance with the terms of the Merger
                                            Agreement. For the avoidance of doubt, this waiver is limited to VEL’s right to terminate
                                            the TMLA under clause 9.2(h) in respect of completion of the Merger in accordance with the
                                            terms of the Merger Agreement only and shall not in any way affect, or be deemed to affect:
                                            (i) VEL’s right to terminate the TMLA under clause 9.2(h) of the TMLA in respect of
                                            any other, future or subsequent change of Control; or (ii) VEL’s rights to terminate
                                            the TMLA under any other clause of the TMLA for any reason whatsoever.



 


7.
GENERAL


 


		7.1	This
                                            Deed constitutes an amendment to the TMLA under clause 20.2 of the TMLA. Other than as amended
                                            by this Deed, all other provisions of the TMLA continue in full force and effect.



 


		7.2	No
                                            variation of any provision of this Deed shall be effective unless it is in writing, expressed
                                            to vary this Deed and is signed by authorised representatives of each of the parties.



 






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		7.3	If
                                            any provision of this Deed is found by any court or other authority of competent jurisdiction
                                            to be illegal, invalid or unenforceable, that provision or part-provision shall, to the extent
                                            required, be deemed not to form part of this Deed, but that shall not affect the legality,
                                            validity or enforceability of any other provision of this Deed in that jurisdiction or the
                                            legality, validity or enforceability in other jurisdictions of that or any other provision
                                            of this Deed.



 


		7.4	This
                                            Deed may be signed in any number of counterparts and this has the same effect as if the signatures
                                            on counterparts were on a single copy of this Deed. Each counterpart, when executed, shall
                                            constitute an original of this Deed, but all the executed counterparts shall together constitute
                                            a single instrument.



 


		7.5	Each
                                            party agrees at its own expense to use all reasonable endeavours to do or procure to be done
                                            all such further acts and execute or procure the execution of all such documents as the other
                                            may from time to time reasonably require for the purpose of giving the other the full benefit
                                            of the provisions of this Deed.



 


		7.6	For
                                            the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 (the “1999
                                            Act”) the parties do not intend any term of this Deed to be enforced by any third
                                            party, and the parties agree that:



 


		(A)	they
                                            may amend or vary or terminate all or any part of this Deed without the consent of any person
                                            who is not a party to this Deed; and



 


		(B)	this
                                            does not affect any third party right which exists or is available independently of the 1999
                                            Act.



 


		7.7	This
                                            Deed and all matters (including any contractual or non-contractual disputes or claims) arising
                                            out of or in connection with it, its subject matter or formation shall be governed by and
                                            construed in accordance with English law and the parties submit to the exclusive jurisdiction
                                            of the English courts.



 


IN
WITNESS of which this Deed has been executed and delivered on the date first written above.


 




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	EXECUTED AS A DEED and DELIVERED by 	)
	VIRGIN ENTERPRISES LIMITED 	)
	 		)
			)
	 	 	 
	acting by	/s/ William P Budd	 
	Name: 	William P Budd	 
	Title: 	Director	 
	 	 	 
	Witness Signature: 	/s/ Jose Sarmiento
    	 
	Name:	Jose Sarmiento	 
	Address:	62 Hathersage Court, Newington Greece


 





	EXECUTED AS A DEED and DELIVERED by	)
	VIRGIN ORBIT, LLC	)
	 	 	)
	 	 	)
	 	 	 
	acting by	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	Witness Signature: 	 	 
	Name:	 	 
	Address:	 	 


 






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IN
WITNESS of which this Deed has been executed and delivered on the date first written above.


 


	EXECUTED AS A DEED and DELIVERED by	)
	VIRGIN ENTERPRISES LIMITED	)
	 	 	)
	 	 	)
	 	 	 
	acting by	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 
	Witness Signature: 	 	 
	Name:	 	 
	Address:	 	 



 


	EXECUTED AS A DEED and DELIVERED by


 	)
	VIRGIN ORBIT, LLC 	)
	 		)
			)
	 	 	 
	acting by:	/s/ Dan Hart	 
	Name: 	Dan Hart	 
	Title: 	CEO Virgin Orbit	 
	 	 	 
	Witness Signature: 	/s/ Brita O’Rear	 
	Name:	Brita O’Rear	 
	Address:	4022E Conant Street, LongBeach, CA90808 



 


[Signature
page to DEED OF NOVATION, AMENDMENT AND RESTATEMENT]


 




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	EXECUTED AS A DEED and DELIVERED by 	)
	VIRGIN ENTERPRISES LIMITED 	)
	 		)
			)
	 	 	 
	acting by	/s/ Patrick T Ford	 
	Name: 	Patrick T Ford	 
	Title: 	CFO & Secretary	 
	 	 	 
	Witness Signature: 	/s/ Maureen Carty	 
	Name:	Maureen Carty	 
	Address:	966 Langley Rd, Rochester Hills, MI	 



 


 [Signature
Page to TMLA Novation and Amendmend Deed]


 


 


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