SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT
Exhibit 10.5
SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT
This SECOND AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of May 31, 2022 (the “Effective Date”), is made by and among Tailwind Two Acquisition Corp. (the “Company”), Terran Orbital Corporation, and the investors party thereto party to that certain Investor Rights Agreement dated as of October 28, 2021 (as amended by that certain First Amendment, dated as of March 25, 2022, and as further amended, modified, restated, amended and restated, or supplemented from time to time, the “Investor Rights Agreement”), by and among the Company, Terran Orbital Corporation, and the investors party thereto. Capitalized terms used and not defined herein shall have the meaning set forth in the Investor Rights Agreement.
WHEREAS, the parties hereto desire to amend the Investor Rights Agreement upon the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
““Permitted Transferee” means any Affiliate, partner, member or shareholder of an Investor.”
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date first above written.
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Terran Orbital Corporation |
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By: /s/ Xxxx Xxxx Name: Xxxx Xxxx |
[Signature Page to the Second Amendment Investor Rights Agreement]
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XXXX XXXX |
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/s/ Xxxx Xxxx
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[Signature Page to the Second Amendment Investor Rights Agreement]
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XXXXXXX XXXXXXX
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/s/ Xxxxxxx Xxxxxxx
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[Signature Page to the Second Amendment Investor Rights Agreement]
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BP PARTY: |
BPC LENDING II, LLC |
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By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx |
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BEACH POINT SCF XI LP BEACH POINT SCF IV LLC BEACH POINT SCF MULTI-PORT LP BPC OPPORTUNITIES FUND III LP BEACH POINT SELECT FUND LP BEACH POINT SECURITIZED CREDIT FUND LP BEACH POINT TX SCF LP
By: Beach Point Capital Management LP its Investment Manager
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By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx |
[Signature Page to the Second Amendment Investor Rights Agreement]
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