FORM OF TRANSACTION SUPPORT AGREEMENTForm of Transaction Support Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March [●], 2021, by and between Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), QOMPLX, Inc., a Delaware corporation (the “Company”) (solely for purposes of Section 9, Section 10 and Section 6, Section 8 and Section 11 through Section 17 (to the extent related to Section 9 and Section 10)), and [●], a [●] (the “Stockholder”). Each of Tailwind, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG TAILWIND ACQUISITION CORP., COMPASS MERGER SUB, INC., QOMPLX, INC. AND RATIONEM, LLC, IN ITS CAPACITY AS THE COMPANY STOCKHOLDER REPRESENTATIVE DATED AS OF MARCH 1, 2021Business Combination Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made by and among Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), QOMPLX, Inc., a Delaware corporation (the “Company”), and Rationem, LLC, a Delaware limited liability company, in its capacity as the representative of the Company Stockholders as set forth herein (the “Company Stockholder Representative”). Tailwind, Merger Sub, the Company and the Company Stockholder Representative shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks
This Convertible Note Purchase Agreement (this “Agreement”), dated as of March 1, 2021, is entered into among QOMPLX, Inc., a Delaware corporation (the “Company”), the persons and entities (each individually, a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”), and Tailwind Acquisition Corp., a Delaware corporation (“SPAC”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 2nd, 2021 • Tailwind Acquisition Corp. • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made by and among Tailwind Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), QOMPLX, Inc., a Delaware corporation (the “Company”), solely for purposes of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing), Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”), and solely for the purposes of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing), each of the undersigned individuals (such individuals are hereinafter jointly referred to as the “Insiders”, and together with the Sponsor, collectively, the “Sponsor Parties”). The Sponsor, Tailwind, the Insiders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as de
