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”).
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment • New York
This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of March 25, 2022, is entered into by and among TERRAN ORBITAL CORPORATION, a Delaware corporation, which on the Combination Closing Date shall be merged with and into TITAN MERGER SUB, INC. a Delaware corporation (“Merger Sub”) and expected to be named TERRAN ORBITAL OPERATING 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”).
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”).
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 Lockheed Martin Corporation a Maryland corporation (the “Holder”) (sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment
This FIRST AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of March 25, 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, 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.
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment • Delaware
This STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of March 25, 2022 by and among TAILWIND TWO ACQUISITION CORP. (a Delaware corporation, expected to be renamed TERRAN ORBITAL CORPORATION, a Delaware corporation (the “Company”), FP CREDIT PARTNERS II, L.P., a Cayman Islands limited partnership (“FPCP 1”), FP CREDIT PARTNERS PHOENIX II, L.P., a Cayman Islands limited partnership (“FPCP 2”, and, together with FPCP 1, the “FPCP Purchasers”), BPC LENDING II LLC, a Delaware limited liability company (“BP”), and LOCKHEED MARTIN CORPORATION, a Maryland corporation (“LM”). Each of FPCP 1, FPCP 2, BP and LM is referred to herein individually as a “Purchaser”, and all of them are referred to herein collectively as “Purchasers.”
AMENDMENT TO SPONSOR AGREEMENTSponsor Agreement • March 28th, 2022 • Tailwind Two Acquisition Corp. • Radio & tv broadcasting & communications equipment
This AMENDMENT TO SPONSOR LETTER AGREEMENT (this “Amendment”), dated as of March 25, 2022, is entered into by and between Tailwind Two Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Tommy Stadlen (the “Other Holder”), certain other persons (the “Insiders”), Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), and Terran Orbital Corporation, a Delaware corporation (the “Company”). The Sponsor, the Other Holder, the Insiders, the Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
