RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER the Terran Orbital Corporation 2021 Omnibus INCENTIVE PLANRestricted 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, who is a non-employee member of the Board, 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”).
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 CORPORATIONSubstitute Stock Option Agreement • August 10th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts • California
Terran Orbital Corporation, a Delaware corporation (together with any successor thereto, the “Company”), has granted to the Participant (named below) this option (this “Option”) pursuant to the terms of the Company’s 2021 Omnibus Incentive Plan (as may be amended or restated from time to time, the “Plan”) and this Substitute Stock Option Agreement (the “Option Agreement”). In accordance with the Merger Agreement (as defined in the Plan), this Option substitutes and restates in its entirety the Participant’s previous stock option award corresponding to this Option (the “Previous Award”) granted under the Amended and Restated Terran Orbital Corporation 2014 Equity Incentive Plan, and the applicable award agreement thereunder, on the Date of Original Grant set forth below. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such term in the Plan.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE TERRAN ORBITAL CORPORATION 2021 OMNIBUS INCENTIVE PLANIncentive 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 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 Incentive Stock Option Agreement (this “Agreement”) and in the Plan.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER the Terran Orbital Corporation 2021 Omnibus INCENTIVE PLAN (Retention RSUs)Restricted Stock Unit Award Agreement for Company Employees • 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”).
SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 10th, 2022 • Terran Orbital Corp • Guided missiles & space vehicles & parts
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.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE TERRAN ORBITAL CORPORATION 2021 OMNIBUS INCENTIVE PLANRestricted Stock 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 to a Restricted Stock Award (this “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, of the Company (the “Stock”) specified above, subject to the restrictions and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”) 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 Committee.
