INDEMNITY AGREEMENTIndemnification Agreement • September 18th, 2020 • Vector Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
30,000,000 Units Vector Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
Vector Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and
Vector Acquisition Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 July 30, 2020Securities Subscription Agreement • September 8th, 2020 • Vector Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on July 30, 2020 by and between Vector Acquisition Partners, L.P, an exempted limited partnership registered in the Cayman Islands (the “Subscriber” or “you”), and Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2020, is made and entered into by and among Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Vector Acquisition Partners, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Vector Acquisition Corporation One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc. and BofA Securities, Inc., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Fo
WARRANT AGREEMENT VECTOR ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 24, 2020Warrant Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 24, 2020, is by and between Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 24, 2020, is entered into by and between Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vector Acquisition Partners, L.P., a a Cayman Islands exempted limited partnership (the “Purchaser”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2021, is made and entered into by and among Vector Acquisition Delaware Corporation, a Delaware corporation (the “Company”), Vector Acquisition Partners, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), John Herr (“Mr. Herr”), David Kennedy (together with Mr. Herr the “Vector Holders”), and certain former stockholders of Rocket Lab USA, Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the Vector Holders 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, the “Holders” and each, a “Holder”) and the FF Beneficial Investor (as defined herein).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 24, 2020 by and between Vector Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
ROCKET LAB USA, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 6, 2024 4.250% Convertible Senior Notes due 2029Indenture • February 7th, 2024 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • New York
INDENTURE, dated as of February 6, 2024, between Rocket Lab USA, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ROCKET LAB USA, INC.Incentive Stock Option Agreement • November 9th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ROCKET LAB USA, INC.Non-Qualified Stock Option Agreement • November 9th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ContractWarrant Agreement • February 28th, 2024 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ASSET PURCHASE AGREEMENT BY AND AMONG Virgin orbit holdings, Inc., AS THE SELLER, EACH OF THE Affiliates of the Seller Listed on Schedule I AND ROCKET LAB USA, INC., AS THE BUYER DATED AS OF MAY 23, 2023Asset Purchase Agreement • May 25th, 2023 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • Delaware
This Asset Purchase Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of May 23, 2023, by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the “Seller”), the Affiliates of the Seller listed on Schedule I (such Affiliates, together with the Seller, the “Selling Entities”), and Rocket Lab USA, Inc., a Delaware corporation (the “Buyer”). Each of the Selling Entities and the Buyer are referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Article I.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ROCKET LAB USA, INC.Restricted Stock Unit Award Agreement • November 9th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLAERO HOLDINGS, INC., FORTIS ADVISORS LLC, SUPERNOVA ACQUISITION CORP. AND ROCKET LAB USA, INC. December 10, 2021Merger Agreement • December 13th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of December 10, 2021, by and between SolAero Holdings, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative hereunder (the “Stockholder Representative”), Supernova Acquisition Corp., a Delaware corporation (“Merger Sub”) and Rocket Lab USA, Inc, a Delaware corporation (the “Purchaser”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE ROCKET LAB USA, INC.Restricted Stock Award Agreement • November 9th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2022 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 11, 2022, is entered by and between Rocket Lab USA, Inc. (the “Company”), and Arjun Kampani (“Executive”). Each of the Company and Executive is a “Party,” and collectively, they are the “Parties.”
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ROCKET LAB USA, INC.Non-Qualified Stock Option Agreement • November 9th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ContractMaster Equipment Financing Agreement • February 28th, 2024 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
THIS MASTER EQUIPMENT FINANCING AGREEMENT (this “Agreement”) is made as of December 29, 2023 (“Effective Date”), between TRINITY CAPITAL INC., a Maryland corporation (“Trinity”), ROCKET LAB USA, INC., a Delaware corporation (“Parent”), and the other borrowers listed on Annex 1 hereto (collectively, the “Borrowers” and each, individually, a “Borrower”). The Borrowers desire to finance certain equipment and other property (the “Equipment”). This Agreement provides the terms under which the Equipment is to be financed.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VECTOR ACQUISITION CORPORATION, ROCKET LAB USA, INC. AND PRESTIGE USA MERGER SUB, INC. DATED AS OF MARCH 1, 2021Merger Agreement • March 1st, 2021 • Vector Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 1, 2021, by and among Vector Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Rocket Lab USA, Inc., a Delaware corporation (the “Company”) and Prestige USA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the Company (“Merger Sub”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time in accordance with the terms hereof, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the def
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG ROCKET LAB USA, INC., ASI AEROSPACE LLC, WILLIS VERN HOLDINGS INC., THE SHAREHOLDERS OF SELLER, AND JOHN A. CUSEO, AS SHAREHOLDER REPRESENTATIVE OCTOBER 12, 2021Membership Interest Purchase Agreement • October 12th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • Delaware
This Membership Interest Purchase Agreement (the “Agreement”) is made and entered into as of October 12, 2021 by and among Rocket Lab USA, Inc., a Delaware corporation (“Buyer”), ASI Aerospace LLC, a Delaware limited liability company (the “Company”), Willis Vern Holdings Inc., a Colorado corporation (the “Seller”), each shareholder of the Seller (the “Shareholders”), and John A. Cuseo, solely in his capacity as the representative of the Shareholders and Seller (“Shareholder Representative”).
AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • August 31st, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • New York
THIS AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of August 25, 2021, is made by and among Rocket Lab USA, Inc. (f/k/a Vector Acquisition Corporation), a Delaware corporation (the “Company,” and prior to the Closing (as defined below), “Vector”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, a New York corporation (“AST”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 10th, 2024 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Rocket Lab USA, Inc. (the “Company”) and Frank Klein (“Executive”). Each of the Company and Executive is a “Party,” and collectively, they are the “Parties.”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 1st, 2021 • Vector Acquisition Corp • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Vector Acquisition Corporation, a Cayman Islands exempted company (“VACQ”), and the undersigned Investor (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among VACQ, Rocket Lab USA, Inc., a Delaware corporation (the “Company”), and Prestige USA Merger Sub, Inc. a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, (a) Merger Sub will merge with and into VACQ, with VACQ as the surviving corporation of such merger, and (b) the Company will merge with and into VACQ, with VACQ as the surviving corporation of such merger (the “Surviving Corporation”) (such mergers, the “Transaction”). Prior to the closing of the Tr
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ROCKET LAB USA, INC.Restricted Stock Unit Award Agreement • November 9th, 2021 • Rocket Lab USA, Inc. • Guided missiles & space vehicles & parts
Pursuant to the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Rocket Lab USA, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
VECTOR ACQUISITION CORPORATION One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105 September 24, 2020Office Space Agreement • September 30th, 2020 • Vector Acquisition Corp • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Vector Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company”s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Vector Acquisition Partners, L.P. (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at One Market Street, Steuart Tower, 23rd Floor, San Francisco, California 94105 (or any successor location). In exchange therefor, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Da
March 1, 2021Letter Agreement • March 1st, 2021 • Vector Acquisition Corp • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Vector Acquisition Corporation, a Cayman Islands exempted company (which will domesticate as a Delaware corporation prior to the Closing) (“Parent”), Rocket Lab USA, Inc., a Delaware corporation (the “Company”), and Prestige USA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the Company (“Merger Sub”).
SUPPORT AGREEMENTSupport Agreement • March 1st, 2021 • Vector Acquisition Corp • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 1, 2021, by and between Vector Acquisition Corporation, a Cayman Islands exempted company (which will domesticate as a Delaware corporation prior to the Closing) (“Parent”), and [●] (the “Company Stockholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2021 • Vector Acquisition Corp • Guided missiles & space vehicles & parts
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 7, 2021, by and among Vector Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Rocket Lab USA, Inc., a Delaware corporation (the “Company”), and Prestige USA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the Company (“Merger Sub”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used in this Amendment that are not otherwise defined shall have the meaning set forth in the Merger Agreement (as defined below).
VECTOR ACQUISITION CORPORATION One Market Street, Steuart Tower, 23rd Floor San Francisco, California 94105Office Space and Support Services Agreement • September 18th, 2020 • Vector Acquisition Corp • Blank checks
