COMMON STOCK PURCHASE WARRANT Terran Orbital CorporationCommon Stock Purchase Warrant • September 20th, 2023 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Terran Orbital Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2023 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2023, between Terran Orbital Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNITY AGREEMENTIndemnification Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•](“Indemnitee”).
Tailwind Two Acquisition Corp. New York, NY 10007Securities Subscription Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on November 23, 2020 by and between Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”) . Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1.312.500 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 • March 10th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned party listed under Holder on the signature page hereto (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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Terran Orbital CorporationPre-Funded Common Stock Purchase Warrant • September 20th, 2023 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full, to subscribe for and purchase from Terran Orbital Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT Terran Orbital CorporationCommon Stock Purchase Warrant • May 30th, 2023 • Terran Orbital Corp • Guided missiles & space vehicles & parts
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _____, 20231 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Terran Orbital Corporation, a DelawaIre corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Tailwind Two Acquisition Corp. 150 Greenwich Street, 29th Floor New York, New York 10006 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 10th, 2021 • Tailwind Two 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 between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Jefferies LLC., as representative (the “Representative”) of the several 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 st
WARRANT AGREEMENT between TAILWIND TWO ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March [●], 2021Warrant Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March [●], 2021, is by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
AMENDED & RESTATED RIGHTS AGREEMENT Terran Orbital Corporation and Continental Stock Transfer & Trust Company, as Rights Agent Dated as of April 18, 2024Rights Agreement • April 18th, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Delaware
This Amended and Restated Rights Agreement, dated as of April 18, 2024 (this “Agreement”), by and between Terran Orbital Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • July 23rd, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
Terran Orbital Corporation, a corporation organized under the laws of Delaware, (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 10th, 2021 • Tailwind Two 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 March 4, 2021, is entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Terran Orbital CorporationPlacement Agent Common Stock Purchase Warrant • September 20th, 2023 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 18, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Terran Orbital Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of September 9, 2023.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 25th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [●], 2021 by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
30,000,000 Units TAILWIND TWO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment • Delaware
This Indemnity Agreement (this “Agreement”), dated as of ________________________, 2022 is made by and between Terran Orbital Corporation, a Delaware corporation (the “Company”), and _________________________, a director or officer of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 25th, 2021 • Tailwind Two 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 [l], 2021, is entered into by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tailwind Two Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 28, 2021, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), Titan Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (the “Company”). Acquiror, Merger Sub, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
WARRANT AGREEMENT between TAILWIND TWO ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 9, 2021Warrant Agreement • January 4th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 9, 2021, is by and between Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENT Dated as of July 5, 2022 by and between TERRAN ORBITAL CORPORATION and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • July 6th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of July 5, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Terran Orbital Corporation, a Delaware corporation (the “Company”).
AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of August 15, 2024, is entered into by and among TERRAN ORBITAL OPERATING CORPORATION, a Delaware corporation (the “Issuer”), TERRAN ORBITAL CORPORATION (f/k/a Tailwind Two Acquisition Corp.), a Delaware corporation (“Parent”), and the other Guarantors (as defined in the Note Purchase Agreement referred to below) identified on the signature pages hereof, the purchasers identified on the signature pages hereof (such purchasers, and the other purchasers party to the below-defined Note Purchase Agreement, together with their respective successors and permitted assigns, each individually, a “Purchaser”, and collectively, the “Purchasers”), and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 29th, 2021 • Tailwind Two 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 between Tailwind Two Acquisition Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“SPAC”), and the undersigned subscriber (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 SPAC, Terran Orbital Corporation, a Delaware corporation (the “Company”), and Titan Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), pursuant to which, among other things, Company Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, will become a subsidiary of SPAC, on the terms and subject to the conditi
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER the Terran Orbital Corporation 2021 Omnibus INCENTIVE PLAN (Retention RSUs)Restricted Stock Unit Award Agreement • August 10th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts
Pursuant to the Terran Orbital Corporation 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), Terran Orbital Corporation (together with any successor thereto, the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above, subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (this “Agreement”) and in the Plan. Each Restricted Stock Unit awarded hereunder shall relate to one share of common stock, par value $0.0001 per share, of the Company (the “Stock”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Terran Orbital Corporation, a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2023 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Florida
Terran Orbital Corporation (the “Company”) and Gary A. Hobart (“Executive”) (collectively, the “Parties”) agree to enter into this Employment Agreement (“Agreement”), effective as of March 31, 2021 (“Effective Date”), as follows:
NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE directorS UNDER the Terran Orbital Corporation 2021 Omnibus INCENTIVE PLANNonqualified Stock Option Agreement • August 10th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts
Pursuant to the Terran Orbital Corporation 2021 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), Terran Orbital Corporation (together with any successor thereto, the “Company”) hereby grants to the Optionee named above, who is a non-employee member of the Board, an option (this “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 of the Company (the “Stock”), specified above (“Option Shares”) at the Option Exercise Price per Share specified above subject to the terms and conditions set forth in this Nonqualified Stock Option Agreement (this “Agreement”) 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.
TERRAN ORBITAL CORPORATION AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • May 16th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • California
Unless otherwise defined herein, the terms defined in the Amended and Restated 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Amended and Restated 2014 Equity Incentive Plan Stock Option Agreement (the “Option Agreement”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 24th, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of October 24, 2024, is entered into by and among TERRAN ORBITAL CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement referred to below) identified on the signature pages hereof, the purchasers identified on the signature pages hereof (such purchasers, and the other purchasers party to the below defined Note Purchase Agreement, together with their respective successors and permitted assigns, each individually, a “Purchaser”, and collectively, the “Purchasers”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent and collateral agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Agent”):
FIRST AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT is entered into as of October 31, 2022 (this “Agreement”) among TERRAN ORBITAL CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto, the Purchasers (as defined herein) from time to time party hereto and U.S. Bank Trust Company, National Association, as Collateral Agent (as defined herein)) for the Purchasers.
INVESTOR RIGHTS AGREEMENT BY AND AMONG TERRAN ORBITAL CORPORATION (F/K/A TAILWIND TWO ACQUISITION CORP.) AND THE HOLDERS PARTY HERETO DATED AS OF October 28, 2021Investor Rights Agreement • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
This INVESTOR RIGHTS AGREEMENT (as it may be amended, restated, suppleme nted or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 28, 2021, is made by and among:
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMSSettlement Agreement • February 6th, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Delaware
This Settlement Agreement and Release of Claims (the “Agreement”) is entered into and made effective as of February 4, 2024 (the “Effective Date”) by and between Terran Orbital Corporation (together with its subsidiaries, “Terran Orbital” or the “Company”) and Austin Williams, Roland Coelho, Joseph Roos, Roark’s Drift, LLC, Jordi Puig-Suari, Sophis Investments LLC, Sophis GP LLC, and Tassos Recachinas (Sophis Investments LLC, Sophis GP LLC and Mr. Recachinas, “Sophis,” and together with Roark’s Drift and Messrs. Williams, Coelho, Roos and Puig-Suari, the “Sophis Group”). The parties to this Agreement may be referred to herein as a “Party,” or collectively, the “Parties.”
NINTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 21st, 2024 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
THIS NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of August 15, 2024, is entered into by and among TERRAN ORBITAL OPERATING CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement referred to below) identified on the signature pages hereof, the purchasers identified on the signature pages hereof (such purchasers, and the other purchasers party to the below defined Note Purchase Agreement, together with their respective successors and permitted assigns, each individually, a “Purchaser”, and collectively, the “Purchasers”), and LOCKHEED MARTIN CORPORATION, a Maryland corporation (“Lockheed Martin”), as Authorized Representative for the Purchasers (in such capacity, together with its successors and assigns in such capacity, the “Authorized Representative”):
AMENDMENT TO TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment
This Amendment (this “Amendment”) to the Transaction Support Agreement is entered into as of March 25, 2022, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Terran Orbital Corporation, a Delaware corporation (the “Company”) and BPC Lending II LLC, a Delaware limited liability company (the “Holder”) (sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
First Lien/Second Lien Intercreditor AgreementFirst Lien/Second Lien Intercreditor Agreement • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • New York
This FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT is dated as of October 31, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), and entered into by and among Terran Orbital Corporation (“Terran PubCo” or the “Issuer”), Terran Orbital Operating Corporation (“Terran OpCo”) and certain other subsidiaries of Terran PubCo from time to time party hereto, U.S. Bank Trust Company, National Association, as collateral agent for the LM/BP Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “LM/BP Notes Collateral Agent”), Wilmington Savings Fund Society, FSB, as collateral agent
FORM OF CONVERTIBLE NOTEConvertible Note • October 31st, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • Delaware
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT.
