FIRST AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”), dated as of August 15, 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, and 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”):

W I T N E S S E T H

WHEREAS, Issuer, the Guarantors from time to time party thereto, the Purchasers and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”) are parties to that certain Convertible Note and Warrant Purchase Agreement, dated as of October 31, 2022 (the “Existing Note Purchase Agreement,” and the Existing Note Purchase Agreement as amended hereby, the “Note Purchase Agreement”), pursuant to which the Issuer issued and the Purchasers purchased (i) Senior Secured Convertible Notes due 2027 in an aggregate original principal amount of $100,000,000 (the “Convertible Notes”) and (ii) Warrants to purchase, at each Purchaser’s election, 17,253,279 Shares of the Issuer’s Common Stock;

WHEREAS, in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms of this Agreement, the “Acquisition Agreement”), by and among Lockheed Martin Corporation, a Maryland corporation (“Lockheed Martin”), Tholian Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Lockheed Martin, and the Issuer, Lockheed Martin intends to, directly or indirectly, acquire all of the outstanding Equity Interests of the Parent;

WHEREAS, in order to provide liquidity to the Issuer and its Subsidiaries during the period between the signing of the Acquisition Agreement and the Closing (as defined in the Acquisition Agreement) thereunder, the Issuer, as issuer, and the other Note Parties, as guarantors, propose to enter into that certain Note Purchase Agreement (the “Bridge Note Purchase Agreement”), to be dated on the date hereof, with the purchasers party thereto (the “Bridge Note Purchasers”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent for the Bridge Note Purchasers, pursuant to which the Issuer will issue and the Bridge Note Purchasers will purchase super-priority first lien senior secured convertible notes due 2024 in an aggregate original principal amount of $30,000,000 (collectively, the “Bridge Notes”);

WHEREAS, the Issuer has requested that the Purchasers amend the Existing Note Purchase Agreement to, among other things, permit the purchase and sale of the Bridge Notes and the other transactions contemplated by the Bridge Note Purchase Agreement upon the terms and conditions set forth therein; and

WHEREAS, upon the terms and conditions set forth herein, the Purchasers are willing to amend the Existing Note Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

[Signature pages follow]

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

PURCHASERS: LOCKHEED MARTIN CORPORATION, as a Purchaser

By:/s/ Scott Weiner

Name: Scott Weiner

Title: Vice President, Corporate Development

ANNEX A

AMENDED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

[See Attached]

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

Dated as of October 31, 2022

among

TERRAN ORBITAL CORPORATION,
as the Issuer,

The Guarantors from time to time party hereto,

The Purchasers from time to time party hereto

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Agent

Table of Contents

Page

Article I DEFINITIONS AND ACCOUNTING TERMS 1

1.01 Defined Terms 1

1.02 Other Interpretive Provisions 29

1.03 Accounting Terms 30

1.04 Times of Day 31

Article II CONVERTIBLE NOTES 31

2.01 Authorization and Issuance of Convertible Notes 31

2.02 [Reserved]. 31

2.03 Issuance and Sale of Convertible Notes 31

2.04 Convertible Notes 31

2.05 Closing Date 32

2.06 [Reserved] 32

2.07 Prepayments/Commitment Reductions 32

2.08 Repayment of Notes 34

2.09 Interest; Other Amounts 34

2.10 Computation of Interest 35

2.11 Conversion 35

2.12 Payments Generally 44

2.13 No Purchase of Notes 44

2.14 Sharing of Payments by Purchasers 44

2.15 AHYDO 45

Article III WARRANTS 45

3.01 Authorization and Issuance of Warrants 45

3.02 Closing Date 46

3.03 Delivery of Documents 46

Article IV TAXES 46

4.01 Taxes 46

4.02 Survival 48

4.03 Mitigation of Obligations 48

Article V GUARANTY 49

5.01 The Guaranty 49

5.02 Obligations Unconditional 49

5.03 Reinstatement 50

5.04 Certain Additional Waivers 50

5.05 Remedies 50

5.06 Rights of Contribution 51

5.07 Guarantee of Payment; Continuing Guarantee 51

Article VI CONDITIONS PRECEDENT 51

6.01 Conditions to Effectiveness of Agreement and Purchase of Convertible Notes 51

Article VII REPRESENTATIONS AND WARRANTIES 54

7.01 Existence, Qualification and Power 54

7.02 Authorization; No Contravention 54

7.03 Governmental Authorization; Other Consents 54

7.04 Binding Effect 55

7.05 No Material Adverse Effect 55

7.06 Litigation 55

7.07 No Default 55

7.08 Ownership of Property; Liens 55

7.09 Environmental and Safety Laws 55

7.10 Insurance 56

7.11 Tax Returns and Payments 56

7.12 ERISA Compliance 56

7.13 Subsidiaries and Capitalization; Management Fees 57

7.14 Margin Regulations; Investment Company Act 58

7.15 Disclosure; SEC Reports; Financial Statements; Sarbanes-Oxley Act 58

7.16 Compliance with Laws 60

7.17 Intellectual Property; Licenses, Etc. 60

7.18 Solvency 63

7.19 Perfection of Security Interests in the Collateral 63

7.20 Business Locations 63

7.21 Sanctions Concerns; Anti-Corruption Laws; PATRIOT Act 63

7.22 Limited Offering of Convertible Notes 64

7.23 Registration Rights; Issuance Taxes 64

7.24 Material Contracts; Government Contracts 64

7.25 Employee Agreements; Data Privacy. 66

7.26 Labor Matters 66

7.27 Affected Financial Institution 66

7.28 Ranking of Convertible Notes 66

7.29 Regulation H 66

7.30 Strategic Cooperation Agreement 67

ARTICLE VII-A REPRESENTATIONS OF THE PURCHASERS 67

Article VIII AFFIRMATIVE COVENANTS 67

8.01 Financial Statements 68

8.02 Certificates; Other Information. 68

8.03 Notices 70

8.04 Payment of Obligations 71

8.05 Preservation of Existence, Etc. 71

8.06 Maintenance of Properties 72

8.07 Maintenance of Insurance 72

8.08 Compliance with Laws 73

8.09 Books and Records 73

8.10 Inspection Rights 73

8.11 Use of Proceeds 73

8.12 Additional Subsidiaries 73

8.13 ERISA Compliance 74

8.14 Pledged Assets 74

8.15 Deposit Accounts 75

8.16 Intellectual Property; Consent of Licensors 75

8.17 Anti-Corruption Laws 75

8.18 Post-Closing Obligations 76

8.19 Collateral Access Agreements 76

8.20 Preemptive Rights 76

8.21 Antitrust Filings Cooperation 77

8.22 Acknowledgment of Registration Rights 78

8.23 Shareholder Vote 78

Article IX NEGATIVE COVENANTS 78

9.01 Liens 78

9.02 Investments 80

9.03 Indebtedness 82

9.04 Merger and Consolidation 85

9.05 Dispositions 85

9.06 Restricted Payments 85

9.07 Change in Nature of Business 87

9.08 Transactions with Affiliates and Insiders 87

9.09 Burdensome Agreements 87

9.10 Use of Proceeds 88

9.11 Prepayment of Other Indebtedness 88

9.12 Organization Documents; Fiscal Year; Legal Name, Jurisdiction of Formation and Form of Entity; Certain Amendments 89

9.13 Ownership of Subsidiaries 89

9.14 Sale Leasebacks 89

9.15 Sanctions; Anti-Corruption Laws 89

9.16 Limitations on Activities of Issuer 90

9.17 Financial Covenants 90

9.18 Issuances of Equity 91

9.19 Standstill. 91

Article X EVENTS OF DEFAULT AND REMEDIES 92

10.01 Events of Default 92

10.02 Remedies Upon Event of Default 95

10.03 Application of Funds 96

Article XI COLLATERAL AGENT 97

11.01 Appointment and Authority 97

11.02 Rights as a Purchaser 98

11.03 Exculpatory Provisions 98

11.04 Reliance by Collateral Agent 99

11.05 Delegation of Duties 100

11.06 Resignation or Removal of Collateral Agent 100

11.07 Non-Reliance on Collateral Agent and Other Purchasers 100

11.08 Collateral Agent May File Proofs of Claim 101

Article XII MISCELLANEOUS 101

12.01 Amendments, Etc. 101

12.02 Notices and Other Communications; Facsimile Copies 103

12.03 No Waiver; Cumulative Remedies; Enforcement 104

12.04 Expenses; Indemnity; and Damage Waiver 105

12.05 Marshalling; Payments Set Aside 107

12.06 Successors and Assigns; Transfers 107

12.07 Treatment of Certain Information; Confidentiality 108

12.08 Set-off 109

12.09 Interest Rate Limitation 110

12.10 Counterparts; Integration; Effectiveness 110

12.11 Survival of Representations and Warranties 110

12.12 Severability 110

12.13 Governing Law; Jurisdiction; Etc. 111

12.14 Waiver of Right to Trial by Jury 112

12.15 Judgment Currency 112

12.16 Electronic Execution of Assignments and Certain Other Documents 112

12.17 USA PATRIOT Act 113

12.18 No Advisory or Fiduciary Relationship 113

12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 114

12.20 Conflicts 114

12.21 Collateral and Guaranty Matters 114

12.22 Publicity; No Third Party Beneficiary Rights 115

12.23 Non-Reliance and Exculpation of Jefferies. 115

12.24 Tax Treatment. 116

12.25 No Personal Obligations. 116

SCHEDULES

I Description of Convertible Notes and Warrants

7.10 Insurance

7.13(a) Subsidiaries

7.13(b) Capitalization

7.15(b) Disclosure Controls

7.17 Intellectual Property

7.20(a) Locations of Real Property

7.20(b) Taxpayer and Organizational Identification Numbers

7.20(c) Changes in Legal Name, State of Organization and Structure

7.23 Registration Rights

7.24(a) Material Contracts

7.24(b) Other Contracts

8.18 Post-Closing Obligations

9.01 Liens Existing on the Closing Date

9.02 Investments Existing on the Closing Date

9.03 Indebtedness Existing on the Closing Date

12.02 Certain Addresses for Notices

EXHIBITS

A Form of Convertible Note

B Form of Warrant

C Form of Assignment and Assumption

D Form of Compliance Certificate

E Form of Joinder Agreement

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT

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.

The Issuer has proposed to issue and sell, on the Closing Date, to the Purchasers, and the Purchasers have agreed to purchase, in each case, upon the terms and conditions hereinafter provided, (i) $100,000,000 aggregate principal amount of Senior Secured Convertible Notes due 2027 in the amounts and for the consideration set forth on Schedule I, and (ii) Warrants (as defined herein) to purchase, at each Purchaser’s election, the number of Shares (as defined below) of the Issuer’s Common Stock (as defined herein) in the amounts set forth on Schedule I.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of (i) assets of another person which constitute all or substantially all of the assets of such Person, or of any division, line of business or other business unit of such Person or (ii) at least a majority of the Voting Stock of another Person, whether or not involving a merger, amalgamation or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) UK Financial Institution.

“Affiliate” means, with respect to a specified Person, (a) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and (b) other than with respect to any Purchaser and the Collateral Agent, any manager, officer or director of such Person.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Antitrust Filings” means any filings, consents or approvals required under any Antitrust Laws.

“Antitrust Laws” means any applicable federal, state and foreign statutes, rules, regulations, orders or decrees that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and laws governing foreign direct investment.

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Purchaser and a Person to which Notes are being transferred, in substantially the form of Exhibit C hereto.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease of any Person, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Required Purchasers in their reasonable judgment.

“Audited Financial Statements” means the audited consolidated balance sheet of the Issuer and its Subsidiaries for the fiscal year ended December 31, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Issuer and its Subsidiaries, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.

“B. Riley Purchase Agreement” means that certain common stock purchase agreement, dated as of July 5, 2022, by any between the Issuer and B. Riley Principal Capital II, LLC.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or insolvency proceedings).

“Bid” means each outstanding bid, quotation or proposal by the Issuer or any of its Subsidiaries that (i) with respect to Government Contracts, if accepted or awarded could lead to a Government Contract and (ii) with respect to Government Subcontracts, if accepted or awarded could lead to a Government Subcontract.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Bridge Note Documents” means the Bridge Note Purchase Agreement and all other Note Documents (as such term is defined in the Bridge Note Purchase Agreement), in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner permitted by Section 9.12.

“Bridge Note Facility” has the meaning provided in Section 9.03(q).

“Bridge Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of the First Amendment Effective Date, by and among the Issuer, as issuer, the other Note Parties, as guarantors, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the purchasers from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in a manner permitted by Section 9.12.

“Bridge Notes” means the senior secured notes in an aggregate original principal amount of $30,000,000 issued pursuant to the Bridge Note Purchase Agreement.

“Broken Sound Lease” means that Lease, dated as of April 1, 2021, between 6800 Broken Sound LLC, as landlord, and Terran Orbital Operating Corporation (f/k/a Terran Orbital Corporation), as tenant.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York, New York.

“Businesses” means, at any time, a collective reference to the businesses operated by the Issuer and its Subsidiaries at such time.

“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided, that, the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any United States commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Purchasers) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee

on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” means the date hereof.

“Closing Price” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of Shares of the Issuer’s Common Stock on the NYSE on such date. If the Common Stock is not traded on the NYSE on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an independent financial advisor retained by the Issuer for such purpose.

“Collateral” means a collective reference to all real and personal property with respect to which Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents; provided, that for the avoidance of doubt, Collateral shall not include any Excluded Property.

“Collateral Access Agreement” means an agreement in form and substance reasonably satisfactory to the Required Purchasers and the Collateral Agent pursuant to which a lessor of real property on which Collateral is stored or otherwise located, or a warehouseman, processor or other bailee of inventory or other property owned by any Note Party, acknowledges the Liens of the Collateral Agent and waives (or, if approved by the Required Purchasers, subordinates) any Liens held by such Person on such property, and permits the Collateral Agent reasonable access to any Collateral stored or otherwise located thereon.

“Collateral Agent” means U.S. Bank Trust Company, National Association, in its capacity as collateral agent for the Secured Parties under the Note Documents, or any successor collateral agent appointed in accordance with the terms hereof.

“Collateral Documents” means a collective reference to the Security Agreement, the Pledge Agreement, the Deposit Account Control Agreements, the Perfection and Due Diligence Certificate, the Collateral Access Agreements, the Real Estate Security Documents, the IP Security Agreements and other security documents as may be executed and delivered by the Note Parties pursuant to the terms of Sections 8.12 or 8.14 or pursuant to the terms of any Collateral Document.

“Combination Closing Date” means March 25, 2022.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Confidential Information Agreements” has the meaning specified in Section 7.25(a).

“Consenting Party” has the meaning specified in Section 12.22.

“Consolidated Adjusted EBITDA” means, for any period, an amount equal to (a) Consolidated Net Income for such period, plus to the extent reducing Consolidated Net Income, the sum, without duplication,

of (i) Consolidated Interest Expense, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, and (iv) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), minus (b) non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash gain in any prior period).

“Consolidated Interest Expense” shall mean, with respect to any period, total consolidated interest expense (including interest attributable to Capital Leases in accordance with GAAP) of the Note Parties and their Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Note Parties and their Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by the Note Parties and their Subsidiaries with respect to letters of credit and bankers’ acceptance financing) net of interest income of the Note Parties and their Subsidiaries).

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of the Note Parties and their Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, however, that there shall be excluded, without duplication: (a) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with a Note Party or any of its Subsidiaries or that Person’s assets are acquired by a Note Party or any of its Subsidiaries; (b) the income (or loss) of any Person that is not a Subsidiary of a Note Party or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to a Note Party or any of its Subsidiaries by such Person in such period; (c) the undistributed earnings of any Subsidiary of the Note Parties (other than a Note Party) to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by any Contractual Obligation (other than under any Note Document) or Requirement of Law applicable to such Subsidiary; (d) any after-tax effect of any extraordinary, non-recurring or unusual items (including gains or losses and all fees and expenses relating thereto) for such period; (e) all non-cash expenses realized in connection with or resulting from equity or equity-linked compensation plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation, awards under any successor plans of a Note Party or its Subsidiaries’ option or equity plans or similar rights, stock options, restricted stock, preferred stock, stock appreciation or other similar rights; (f) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities recorded using the equity method, in each case, (i) including as a result of a Change in Law and (ii) pursuant to GAAP; and (g) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period to the extent included in Consolidated Net Income.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Conversion Agent” means the Issuer, in its capacity as conversion agent for the Convertible Notes, and its successors and assigns.

“Conversion Date” means the date on which a Purchaser complies with the procedures set forth in Section 2.11(b) (including the satisfaction, or waiver by the Purchaser, of all conditions to conversion set forth in the Conversion Notice (written notice of which satisfaction or waiver has been provided to the Conversion Agent)).

“Conversion Notice” has the meaning specified in Section 2.11(b).

“Convertible Note” or “Convertible Notes” have the meanings specified in Section 2.01.

“Conversion Price” has the meaning specified in Section 2.11(a).

“Conversion Shares” has the meaning specified in Section 2.11(c).

“Current Market Price” means, for each Share of Common Stock as of any applicable record date for any issuance, distribution, dividend or other action, the arithmetic average of the VWAP per Share of Common Stock for each of the ten (10) consecutive full Trading Days ending on the Trading Day before the record date with respect to such issuance, distribution, dividend or other action, as the case may be, appropriately adjusted to take into account the occurrence during such period of any event described in Section 2.11(f).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to the sum of (a) the otherwise applicable interest rate at any time pursuant to Section 2.09(a) plus (b) three percent (3.00%) per annum, to the fullest extent permitted by applicable Laws.

“Deposit Account” means a “deposit account” (as defined in Article 9 of the Uniform Commercial Code), investment account, securities account or other account in which funds are held or invested to or for the credit or account of any Note Party.

“Deposit Account Control Agreement” means any account control agreement by and among a Note Party, the applicable depository bank and the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent and the Required Purchasers.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disclosing Party” has the meaning specified in Section 12.22.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction or any issuance by any Subsidiary of its Equity Interests) of any property by any Note Party or any Subsidiary, including any sale, assignment, transfer or other disposal,

with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding the following: (a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of business, (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out equipment no longer used or useful in the conduct of business of any Note Party and its Subsidiaries, (c) any sale, lease, license, transfer or other disposition of property to any Note Party or any Subsidiary; provided, that, if the transferor of such property is a Note Party, (i) the transferee thereof must be a Note Party or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 9.02, (d) the abandonment or other disposition of Intellectual Property that are not material and are no longer used or useful in any material respect in the business of the Issuer and its Subsidiaries, (e) licenses, sublicenses, leases or subleases (other than any exclusive license or sublicense relating to Intellectual Property) granted to third parties in the ordinary course of business and not interfering with the Businesses, (f) any Involuntary Disposition, (g) dispositions of cash and Cash Equivalents in the ordinary course of business pursuant to transactions permitted hereunder, (h) dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction and (i) non-exclusive licenses of over-the-counter software that is commercially available to the public.

“Disqualification Event” has the meaning specified in Section 7.23(c).

“Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, prior to the one hundred and eighty-first (181st) day after the Maturity Date, (b) requires the payment of any cash dividends at any time prior to the one hundred and eighty-first (181st) day after the Maturity Date, (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations, or (d) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in clause (a), (b) or (c) above, in each case at any time prior to the one hundred and eighty-first (181st) day after the Maturity Date; provided that the FP Delayed Draw Warrants shall not constitute Disqualified Capital Stock.

“Dollar” and “$” mean lawful money of the United States.

“Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Note Parties or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, other indemnity obligations, royalty payments and sale, development and other milestone payments) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Issuer, any other Note Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Incentive Plan” means the Issuer’s 2021 Omnibus Incentive Plan, as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided, that for the avoidance of doubt, Equity Interests shall be deemed not to include the Convertible Notes.

“Equity Issuance Conditions” means that, if a Purchaser were to exercise its right to convert all or part of its Convertible Notes on or prior to the proposed Prepayment Date: (i) the Shares of Common Stock issuable on such date are included in a registration statement that is effective and otherwise available for the resale of all such Shares by such Purchaser; (ii) the Common Stock remains listed on the NYSE (or any other national securities exchange); and (iii) the Issuer has received (a) within five (5) Business Days after the Issuer’s delivery of the Prepayment Notice to the Purchaser, a Conversion Notice from the Purchaser, and (b) within fifteen (15) Business Days after the Issuer’s delivery of the Prepayment Notice to the Purchaser, written notice from the Purchaser of whether the issuance of such Shares will require any Antitrust Filings, and if such notice advises that such Antitrust Filings are required, any such Antitrust Filings have been made or obtained and any waiting periods with respect thereto have expired (provided that, for the avoidance of doubt, this clause (iii) shall not apply as a condition if the Purchaser fails to deliver the notices set forth in subclauses (a) or (b) within the time periods for delivery thereof); provided, however, that the Equity Issuance Conditions need not be satisfied if, as of the date five (5) Business Days prior to the proposed Prepayment Date, the Prepayment Current Market Price is at or below the product of 75% and the Conversion Price.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Issuer within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Issuer or any ERISA Affiliate from a Multiple Employer Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by the Issuer or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Issuer or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 10.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Accounts” means (a) deposit accounts established solely for payroll purposes in such amounts as are required to be paid to employees of the Note Parties or any of their Subsidiaries within the immediately succeeding two payroll cycles and (b) deposit accounts the aggregate daily balance in which does not at any time exceed $100,000 individually and $1,000,000 in the aggregate.

“Excluded Equity Interests” means (i) any Equity Interests with respect to which, in the reasonable judgment of the Required Purchasers and the Issuer (as agreed to in writing), the cost or other consequences (including material adverse tax consequences) of pledging such Equity Interests in favor of the Secured Parties shall be excessive in view of the benefits to be obtained by the Purchasers therefrom, (ii) in the case of any issuer organized under the laws of a jurisdiction other than the laws of any state of the United States or the District of Columbia, any Equity Interests of such issuer to the extent the pledge thereof would violate any applicable Requirements of Law (including any legally effective requirement to obtain the consent of any Governmental Authority unless such consent has been obtained) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction and other applicable law and (iii) any Equity Interests in any Person that is not a Wholly-Owned Subsidiary, in each case of this clause (iii), to the extent that and only for so long as a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Obligation (and other than proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction) then in effect permitted by this Agreement and binding on such Equity Interests, requires the consent of any other party to any such Contractual Obligation (other than a Note Party or an Affiliate of a Note Party) that has not been obtained (it being understood that the foregoing shall not be deemed to obligate any Note Party or any Subsidiary to obtain any such consent) or would give any other party to any such Contractual Obligation (other than a Note Party or an Affiliate of a Note Party) the right to terminate its obligations thereunder, except, in each case of this clause (iii) to the extent any such prohibition, restriction, requirement or other limitation on the pledge of such Equity

Interests is rendered ineffective by Section 9-406 or 9-408 of the Uniform Commercial Code or other applicable law and, in any event, excluding the proceeds of any such Equity Interests or Cash Equivalents the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition, restriction, requirement or other limitation that do not themselves constitute Excluded Equity Interests; provided, however, that Excluded Equity Interests shall not include any proceeds, substitutions or replacements of any assets referred to in the foregoing (unless such proceeds, substitutions or replacements would constitute assets referred to in clauses (i) through (iii) above).

“Excluded Issuance” means the issuance of the following, in each case to the extent constituting Qualified Capital Stock: (i) Equity Interests (including upon exercise or settlement of Equity Interests) to directors, officers, employees, consultants or other agents of the Issuer as approved by the Board of Directors of the Issuer, (ii) Equity Interests pursuant to an employee stock option plan, management incentive plan, restricted stock plan, stock purchase plan dividend reinvestment plan, direct stock purchase plan or similar benefit plan, program or agreement that is generally available to management, directors, employees or existing shareholders and as approved by the Board of Directors of the Issuer, including the Equity Incentive Plan, (iii) Equity Interests as direct consideration in connection with an acquisition, business combination or joint venture (whether through a merger, recapitalization or otherwise) of or with another Person approved by the Board of Directors of the Issuer and otherwise in compliance with this Agreement, (iv) Equity Interests in connection with a bona fide strategic partnership or commercial arrangement with a Person that is not an Affiliate of the Issuer or any of its subsidiaries approved by the Board of Directors of the Issuer and otherwise in compliance with this Agreement, (v) issuances by the Issuer of Equity Interests of the Company as a dividend, or upon any subdivision or split-up of the outstanding Equity Interests of the Company, (vi) Equity Interests issued to banks, lessors, financial institutions and licensors in connection with non-equity financing transactions approved by the Board of Directors of the Issuer and otherwise in compliance with this Agreement, (vii) Equity Interests issued to any strategic investor as consideration for the contribution by such strategic investor of assets, services and/or a license of rights to the Issuer approved by the Board of Directors of the Issuer and otherwise in compliance with this Agreement, (viii) Equity Interests of a subsidiary of the Issuer to the Issuer or a Wholly-Owned Subsidiary of the Issuer, (ix) Shares of Common Stock upon exercise of, or in exchange for, the Warrants or the Existing Warrants, (x) Shares of Common Stock in connection with the B. Riley Purchase Agreement (or any new agreement for an equity line of credit or any “at-the-market” offering that replaces the B. Riley Purchase Agreement; provided that the B. Riley Purchase Agreement together with any such replacement agreement(s) shall collectively in the aggregate permit the issuance of no more than 27,000,000 Shares of Common Stock and/or no more than $100 million in proceeds to the Issuer), or (xi) Shares of Common Stock in connection with the settlement of the Staton Payment Obligation pursuant to the Staton Subscription Agreement.

“Excluded Property” means, with respect to any Note Party, including any Person that becomes a Note Party after the Closing Date as contemplated by Section 8.12, (a) any property which, subject to the terms of Section 9.09, is subject to a Lien of the type described in Section 9.01(i) pursuant to documents which prohibit such Note Party from granting any other Liens in such property, (b) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that, upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall no longer constitute “Excluded Property” and shall be considered Collateral, (c) any general intangible, permit, lease, license, contract or other instrument of a Note Party if the grant of a security interest in such general intangible, permit, lease, license, contract or other instrument in the manner contemplated by the Collateral Documents, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the

other parties thereto the right to terminate, accelerate or otherwise alter such Note Party’s rights, titles and interests thereunder (including upon the giving of notice or lapse of time or both); provided, that, (x) any such limitation described in this clause (c) on the security interests granted under the Collateral Documents shall only apply to the extent that any such prohibition would not be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable Law or principles of equity and (y) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in any applicable Law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted under the applicable Collateral Document and such general intangible, permit, lease, license, contract or other instrument shall no longer constitute “Excluded Property” and shall be considered Collateral, (d) any vehicles, aircraft, aircraft engines and other assets subject to certificates of title, except to the extent perfected by filing a financing statement in the appropriate form in the applicable jurisdiction under the Uniform Commercial Code or without any perfection steps, (e) any asset with respect to which the Required Purchasers have confirmed in writing to the Issuer its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in is excessive in view of the benefits to be obtained by the Purchasers, (f) any asset or property to the extent and for so long as the grant of a security interest in such asset or property in favor of the Collateral Agent would be prohibited by applicable requirement of Law or regulation or would require the consent of any Governmental Authority after giving effect to the anti-assignment provisions of the Uniform Commercial Code of any relevant jurisdiction and other applicable law, and (g) all Excluded Equity Interests.

“Existing Warrants” means the (i) FP Delayed Draw Warrants and (i) the public warrants and private placement warrants issued pursuant to the Warrant Agreement, dated March 9, 2021, by and between the Issuer (f/k/a Tailwind Two Acquisition Corp.) and Continental Stock Transfer & Trust Company.

“Fall-Away Event” has the meaning specified in Section 9.19(a)(i).

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations thereunder, official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any treaty, law, regulation or intergovernmental agreements entered into (which facilitates the implementation of any law or regulation) thereunder.

“First Amendment” means that certain First Amendment to Convertible Note and Warrant Purchase Agreement, dated as of the First Amendment Effective Date, by and among the Issuer, the other Note Parties, and the Purchasers party thereto.

“First Amendment Effective Date” means August 15, 2024.

“First Lien Deposit Account Control Agreement” means a Deposit Account Control Agreement (as such term is defined in the FP Note Purchase Agreement) or a Deposit Account Control Agreement (as such term is defined in the LM/BP Note Purchase Agreement).

“First Lien/Second Lien Intercreditor Agreement” means that certain Amended and Restated First Lien/Second Lien Intercreditor Agreement, dated as of the ClosingFirst Amendment Effective Date, among the Issuer, the guarantors party thereto, U.S. Bank Trust Company, National Association, as collateral agent for the LM/BP Notes Secured Parties (as defined therein), Wilmington Savings Fund Society, FSB, as collateral agent for the FP Notes Secured Parties (as defined therein), Wilmington Savings Fund Society,

FSB, as collateral agent for the Bridge Notes Secured Parties (as defined therein), and U.S. Bank Trust Company, National Association, as collateral agent for the Second Lien Secured Parties (as defined therein), and each additional agent from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Flood Hazard Property” has the meaning specified in the definition of Real Estate Security Documents.

“FP” means FP Credit Partners, L.P., and certain of its managed funds, affiliates, financing parties or investment vehicles.

“FP Delayed Draw Warrants” means the warrants to purchase shares of common stock of the Issuer issued pursuant to that certain Stock and Warrant Purchase Agreement among the Issuer and the purchasers party thereto on the Combination Closing Date.

“FP Notes” means the $119,000,000 aggregate original principal amount of senior secured notes due 2026 issued pursuant to the FP Note Purchase Agreement.

“FP Note Documents” means the FP Note Purchase Agreement and all other Note Documents (as such term is defined in the FP Note Purchase Agreement), in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner permitted by Section 9.12.

“FP Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of November 24, 2021, by and among the Issuer, the other Note Parties, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and FP and the other purchasers from time to time party thereto, as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated as of March 9, 2022, that certain Amendment No. 2 to Note Purchase Agreement, dated as of March 25, 2022 and that certain Amendment No. 3 to Note Purchase Agreement, dated as of the Closing Date, and that certain Amendment No. 4 to Note Purchase Agreement, dated as of the First Amendment Effective Date, as amended, restated, supplemented or otherwise modified from time to time in a manner permitted by Section 9.12.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in notes, loans and/or similar extensions of credit in the ordinary course of its activities.

“Fundamental Change” means the occurrence of any of the following events:

(a) a liquidation, dissolution, winding-up of the affairs of the Issuer or, except as permitted under Section 9.04, the Issuer effecting any merger or consolidation; or

(b) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), (i) other than Lockheed Martin, Marc Bell, Stacy N. Previte, Anthony L. Previte Declaration of Trust dated June 10, 2022 or Daniel Staton shall have (x) acquired beneficial ownership or control of 35% or more on a fully diluted basis of the voting interest in the Equity Interests of the Issuer or (y) obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors (or similar governing body) of the Issuer or (ii) other than Lockheed Martin, shall have acquired beneficial ownership or control of 50% or more on a fully diluted basis of the voting in the Equity Interests of the Issuer; or

(c) the Issuer shall cease to directly or indirectly own, beneficially and of record (other than director’s qualifying shares of investments by foreign nationals to the extent mandated by applicable Laws), the issued and outstanding Equity Interests of each Subsidiary of the Issuer, except as permitted under Section 9.04; or

(d) the Issuer shall cease to directly or indirectly own, beneficially and of record, the issued and outstanding Equity Interests of Terran Orbital Operating Corporation; or

(e) any “change of control” or similar event (however denominated) shall occur under the FP Note Purchase Agreement, the LM/BP Note Purchase Agreement, the Bridge Note Purchase Agreement, any indenture or any other agreement with respect to Material Indebtedness of any Note Party or any of its Subsidiaries.

“Fundamental Change Notice” has the meaning set forth in Section 8.03(h).

“Fundamental Change Repurchase Date” has the meaning specified in Section 2.08(b).

“Fundamental Change Repurchase Price” has the meaning specified in Section 2.08(b).

“Fundamental Change Repurchase Right” has the meaning specified in Section 2.08(b).

“Funded Indebtedness” means, as of any date, all Indebtedness of such Person of the types described in clauses (a) through (c), (e), (f) and (k) and, solely with respect to letters of credit, bankers’ acceptances and similar instruments that have been drawn but not yet reimbursed, clause (d) of the definition of “Indebtedness”, to the extent reflected as a liability on the balance sheet of such Person in accordance with GAAP; provided that Funded Indebtedness shall be deemed not to include the Staton Payment Obligations, the Convertible Notes, the LM/NP Notes or the FP Notes (including, with respect to the Convertible Notes, the LM/BP Notes and the FP Notes, any interest paid-in-kind in respect thereof).

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Government Contract” means each contract between the Issuer or any of its Subsidiaries and any governmental entity and each Bid with respect to Government Contracts.

“Government Subcontract” means each contract between the Issuer or any of its Subsidiaries and any prime contractor or upper-tier subcontractor relating to a contract between such Person and any governmental entity, and each Bid with respect to Government Subcontracts.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply

funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means (a) each Subsidiary of the Issuer identified as a “Guarantor” on the signature pages hereto and (b) each other Person that joins as a Guarantor pursuant to Section 8.12 (and “Guarantor” shall mean, as the context may require, each of them individually), together with their successors and permitted assigns. As of the Closing Date, the Guarantors are Terran Orbital Operating Corporation, Tyvak Nano-Satellite Systems, Inc. and PredaSAR Corporation.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Secured Parties pursuant to Article V.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all purchase money Indebtedness;

(c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

(d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(e) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, to the extent such obligation (i) has not been delinquent for more than 180 days after its due date or (ii) is being contested in good faith by appropriate proceedings diligently conducted), including,

without limitation, any Earn Out Obligations that have become a liability on the balance sheet in accordance with GAAP;

(f) the Attributable Indebtedness of Capital Leases, Securitization Transactions and Synthetic Leases;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Capital Stock in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(h) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;

(i) the Swap Termination Value of any Swap Contract;

(j) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (i) above of any other Person; and

(k) all Indebtedness of the types referred to in clauses (a) through (j) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person or a Subsidiary thereof is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such Person or such Subsidiary;

provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) prepaid or deferred revenue arising in the ordinary course of business, (2) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset (excluding, for the avoidance of doubt, Earn Out Obligations), (3) any obligations attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, or (4) asset retirement obligations and obligations in respect of workers’ compensation (including pensions and retiree medical care) that are not overdue by more than sixty (60) days.

For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder.

“Indemnitee” has the meaning specified in Section 12.04(b).

“Information” has the meaning specified in Section 12.07.

“Intellectual Property” means all right, title and interests throughout the world in and to: (i) all rights relating to the protection of inventions, including patents and patent applications; (ii) works of authorship, copyrightable works, registered and unregistered copyrights, authors’ rights, moral rights, and registrations and applications for registration thereof; (iii) all rights in registered and unregistered trademarks, service marks, trade names, corporate names, logos, trade dress, designs, packaging, domain names, and registrations and applications for registration thereof (“Trademarks”), together with all goodwill

associated with any of the foregoing; (iv) mask works and registrations and applications for registration thereof; (v) computer software, including source code, object code, firmware, algorithms and databases; (vi) trade secrets, know-how and proprietary information, including, without limitation, technical data, customer lists, formulae, methods, processes, research and development information, inventions, discoveries, designs, drawings, databases, specifications, and all derivatives and improvements thereof; (vii) all actions and rights to sue at law or in equity for past, present or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom; (viii) all rights to obtain renewals, reissues, reexaminations, continuations, continuations-in-part, divisions or other extensions of legal protections pertaining thereto; and (ix) any right, in any jurisdiction, analogous to those set forth herein.

“Intellectual Property Licenses” has the meaning specified in Section 7.17(c).

“Interest Payment Date” has the meaning specified in Section 2.09(c).

“Interim Financial Statements” means the unaudited consolidated financial statements of the Issuer and its Subsidiaries for the fiscal quarters ended March 31, 2022 and June 30, 2022, including balance sheets and statements of income or operations, shareholders’ equity and cash flows.

“Internal Revenue Code” means the United States Internal Revenue Code of 1986.

“Internal Revenue Service” means the United States Internal Revenue Service.

“Initial Annual Meeting” has the meaning specified in Section 8.23.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investor Rights Agreement” means that certain investor rights agreement, dated as October 28, 2021, as amended, by and among the Issuer and the other parties thereto.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Note Party or any of their Subsidiaries.

“IP Security Agreement” means notices of grant of security interest in the form required by the Security Agreement executed and delivered by a Note Party.

“Issuer” has the meaning assigned to such term in the preamble hereto.

“Issuer Certifications” has the meaning specified in Section 7.15(b).

“Issuer Covered Person” means, with respect to the Issuer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

“Issuer SEC Documents” has the meaning specified in Section 7.15(b).

“Jefferies” has the meaning specified in Section 12.23.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered by a Subsidiary in accordance with the provisions of Section 8.12.

“Junior Debt Restricted Payment” has the meaning specified in Section 9.11.

“Key Employee” means any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any material Note Party Intellectual Property.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, binding guidelines, regulations, ordinances, codes and binding administrative or judicial precedents or authorities, including any binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“LM/BP Notes” means the $56,256,675 aggregate original principal amount of senior secured notes due 2026 issued pursuant to the LM/BP Note Purchase Agreement.

“LM/BP Note Documents” means the LM/BP Note Purchase Agreement and all other Note Documents (as such term is defined in the LM/BP Note Purchase Agreement), in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“LM/BP Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of March 8, 2021, by and among the Issuer, the other Note Parties, Lockheed Martin, as authorized representative, and Lockheed Martin, BPC Lending II, LLC and the other purchasers from time to time party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Lockheed Martin” means Lockheed Martin Corporation, a Maryland corporation.

“Market Disruption Event” means the occurrence or existence for more than one half hour period in the aggregate on any scheduled Trading Day for the Common Stock (or Reference Property, to the extent applicable) of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the applicable exchange or otherwise) in the Common Stock (or Reference Property, to the extent applicable) or in any options, contracts or future contracts relating to the Common Stock (or Reference Property, to the extent applicable), and such suspension or limitation occurs or exists at any time before 4:00 p.m. (New York City time) on such day.

“Market Price Premium Transaction” means any transaction whereby the Issuer issues Equity Securities at a price per Share of Common Stock (including, for the avoidance of doubt, Equity Interests issued in connection with a registered public offering, including any “at-the-market” offering, a private

investment in public equity offering or a bona fide marketed offering pursuant to Rule 144A and/or Regulation S promulgated under the Securities Act) on an as-converted basis (assuming the conversion or exercise of any such Equity Securities into Shares of Common Stock in accordance with their terms) that is equal to or greater than a twenty percent (20%) premium to the then-current Conversion Price of the Convertible Note as determined pursuant to Section 2.11(f) (as if any Purchaser were to convert any portion of the Convertible Note into Shares of Common Stock in accordance with the provisions thereof immediately prior to the consummation of such transaction).

“Master Agreement” has the meaning specified in the definition of Swap Contract.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Note Parties and their Subsidiaries taken as a whole, (b) a material impairment of the rights and remedies of the Collateral Agent or any Purchaser under any Note Document to which it is a party or a material impairment in the perfection, value or priority of the Collateral Agent’s security interests in the Collateral, (c) a material impairment of the ability of the Note Parties, taken as a whole, to perform their obligations under any Note Document to which it is a party, or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Note Party of any Note Document to which it is a party.

“Material Contracts” means (i) those agreements listed on Schedule 7.24(a), (ii) after the Closing Date, any contract, agreement, license or other Contractual Obligation that, at any time of determination, is anticipated to contribute more than $5,000,0001,000,000 of revenue on an annual basis or require payment of more than $5,000,0001,000,000 in any year and (iii) any other agreements, instruments, license or other Contractual Obligation to which any Note Party or any Subsidiary is a party, and the breach, nonperformance or cancellation of which, or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect. The Strategic Cooperation Agreement shall not constitute a “Material Contract”.

“Material Indebtedness” means Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.

“Maturity Date” means the earliest to occur of (a) October 31, 2027, or (b) at the election of Lockheed Martin, the date on which the Closing (as defined in the Acquisition Agreement) occurs or (c) if earlier, such earlier date on which the Convertible Notes are accelerated in whole pursuant to Section 10.02 hereof; provided, that, if such date is not a Business Day, the Maturity Date shall be the first Business Day immediately succeeding such date.

“Maximum Rate” has the meaning specified in Section 12.09.

“Merger Event” has the meaning specified in Section 2.11(k).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgages” means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Collateral Agent, for the benefit of the Purchasers, a security interest in the fee interest of any Note Party in real property located in the U.S. (other than Excluded Property).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Issuer or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Pension Plan which has two or more contributing sponsors (including the Issuer or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Non-U.S. Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.

“Non-Party Affiliates” has the meaning specified in Section 12.23.

“Note Documents” means this Agreement, the First Amendment, the Investor Rights Agreement, each Convertible Note, the Investor Rights Agreement, each Joinder Agreement, the Collateral Documents and the First Lien/Second Lien Intercreditor Agreement. For the avoidance of doubt, the Warrants shall not constitute “Note Documents.”

“Note Parties” means, collectively, the Issuer and each Guarantor.

“Note Party Intellectual Property” means all Intellectual Property (including Registered Intellectual Property) owned, controlled, used or held for use by any Note Party or Subsidiary in connection with the operation of the business of the Note Parties and their Subsidiaries as now conducted and as currently proposed to be conducted.

“Notice Date” has the meaning specified in Section 8.20(b).

“NYSE” means the New York Stock Exchange.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Note Party arising under any Note Document or otherwise with respect to any Convertible Note (including any PIK Interest) and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Note Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. For the avoidance of doubt, the obligations, covenants and duties of the Issuer with respect to any Warrant shall not constitute “Obligations.”

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization, including in each case of the foregoing the equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Participation Notice” has the meaning specified in Section 8.20(b).

“Participation Portion” has the meaning specified in Section 8.20(a).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Issuer or any ERISA Affiliate and that is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.

“Perfection and Due Diligence Certificate” means that certain Perfection and Due Diligence Certificate dated as of the Closing Date and executed by the Note Parties and certified to the Secured Parties, as amended or modified from time to time in accordance with the terms hereof.

“Permitted Acquisition” means any acquisition by the Issuer or any Subsidiary, whether by purchase, merger, amalgamating, consolidation or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Equity Interests of any Person, and all Investments undertaken to consummate such acquisition transaction; provided that:

(a) such acquisition is not a hostile or contested acquisition;

(b) such assets, business line, unit, division or Person, as applicable shall be in a business permitted by Section 9.07 hereof;

(c) after giving pro forma effect to such Acquisition, the Issuer shall be in compliance with the financial covenants set forth in Section 9.17 as of the last day of the most recently ended fiscal quarter as if such transaction had occurred on such day;

(d) (1) such Person becomes a Subsidiary; or (2) such Person, assets, line of business, unit or division, in each case, in one transaction or a series of related transactions, is merged, consolidated, or amalgamated with or into, or transfers or conveys substantially all of its assets to (or is acquired by) or is liquidated into a Subsidiary;

(e) the total consideration, including maximum potential total amount of all deferred payment obligations (including earn-outs and consideration paid in Qualified Capital Stock of the Issuer) and Indebtedness permitted by Section 9.03 assumed or incurred for all Permitted Acquisitions during the term of this Agreement shall not exceed $50,000,000 (the “Permitted Acquisition Cap”); provided that the total consideration paid in cash or Indebtedness assumed for all such Permitted Acquisitions during the term of this Agreement shall not exceed $25,000,000; provided further, that no Equity Interests constituting all or a portion of such acquisition consideration shall require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property,

in each case prior to the 91st day following the date that all Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full;

(f) all actions required to be taken with respect to any such newly created or acquired Person or assets, in each case as applicable in order to satisfy the requirements of Sections 8.12 and 8.14, to the extent required, shall have been taken (or arrangements for the taking of such actions after the consummation of the Permitted Acquisition shall have been made);

(g) the aggregate amount of Investments made by Note Parties in Persons that do not become (or that are not amalgamated, merged or consolidated with or into, or substantially all of the assets or assets constituting a business unit, a line of business or a division of which are not transferred or conveyed to, or are not liquidated into) Note Parties pursuant to Permitted Acquisitions shall not exceed $5,000,000;

(h) no Default or Event of Default shall have occurred and be continuing or would result from the execution of such agreement and the consummation of such acquisition;

(i) at least five Business Days prior to the proposed date of the consummation of such acquisition (or such shorter period as is acceptable to the Required Purchasers in their discretion), the Issuer shall have delivered to the Purchasers a certificate of a Responsible Officer of the Issuer certifying that such acquisition complies with this definition (which certificate shall have attached thereto reasonably detailed backup data and calculations demonstrating such compliance);

(j) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Requirements of Law; and

(k) no Note Party or any of its Subsidiaries shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness or contingent obligation (including any material tax or ERISA liability) of the related seller or the assets, business line, unit, division or Person acquired, except to the extent permitted to be incurred under Section 9.03.

“Permitted Acquisition Cap” has the meaning specified in the definition of Permitted Acquisition.

“Permitted Liens” means, at any time, Liens in respect of property of any Note Party or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 9.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Personal Information” has the meaning specified in Section 7.25(b).

“PIK Election” has the meaning specified in Section 2.09(c).

“PIK Interest” means, as of any date of determination, the interest that has been paid in kind and added to the principal balance of the Convertible Notes in accordance with Section 2.09(c) on or prior to such date of determination.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of the Issuer or any of its Subsidiaries or any such Plan to which the Issuer or any of its Subsidiaries is required to contribute on behalf of any of its employees or otherwise has any liability.

“Pledge Agreement” means the pledge agreement dated as of the Closing Date executed in favor of the Collateral Agent, for the benefit of the Secured Parties, by each of the Note Parties, as amended or modified from time to time in accordance with the terms hereof.

“Prepayment Current Market Price” means, as of any date when it is required to be determined hereunder, for each Share of Common Stock, the arithmetic average of the VWAP per Share of Common Stock for each of the ten (10) consecutive full Trading Days ending on the Trading Day before such date, appropriately adjusted to take into account the occurrence during such period of any event described in Section 2.11(f).

“Prepayment Date” has the meaning specified in Section 2.07(a)(iv).

“Prepayment Notice” has the meaning specified in Section 2.07(a)(ii).

“Proposed Announcement Date” has the meaning specified in Section 8.20(a).

“Proposed Securities” has the meaning specified in Section 8.20(a).

“Purchaser” or “Purchasers” means each Person that has executed and delivered this Agreement as a “Purchaser” and any Person who becomes the registered owner of a Convertible Note in accordance with Section 12.06(e).

“Qualified Capital Stock” of any Person means any Equity Interests of such Person that are not Disqualified Capital Stock.

“Real Estate Security Documents” means with respect to the fee interest of any Note Party in any real property located in the U.S.:

(a) a fully executed and notarized Mortgage encumbering the fee interest of such Note Party in such real property;

(b) if requested by the Required Purchasers in their sole discretion, maps or plats of an as-built survey of the sites of such real property certified to the Collateral Agent and the title insurance company issuing the policies referred to in clause (c) of this definition in a manner reasonably satisfactory to each of the Collateral Agent, the Required Purchasers and such title insurance company, dated a date satisfactory to each of the Collateral Agent, the Required Purchasers and such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors, Inc. in 2016 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed;

(c) ALTA mortgagee title insurance policies issued by a nationally recognized title insurance company selected by the Issuer and reasonably acceptable to the Required Purchasers with respect to such real property, insuring that the Mortgage covering such real property creates a valid and enforceable second priority (or, following the payment in full of the FP Notes and the LM/BP Notes, first priority) mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Required Purchasers and shall include such

customary endorsements as are reasonably requested by the Required Purchasers and are available in the applicable jurisdiction;

(d) evidence as to (i) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such real property contains improvements situated in a Flood Hazard Property, (A) whether the community in which such real property is located is participating in the National Flood Insurance Program, (B) the applicable Note Party’s written acknowledgment of receipt of written notification from the Required Purchasers (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of the Issuer and its Subsidiaries (as applicable) evidencing flood insurance reasonably satisfactory to the Required Purchasers and naming the Collateral Agent and its successors and/or assigns as additional loss payee;

(e) if requested by the Required Purchasers in their sole discretion, a Phase I environmental assessment report, as to such real property, in form and substance and from professional firms reasonably acceptable to the Required Purchasers;

(f) if requested by the Required Purchasers in their sole discretion, evidence reasonably satisfactory to the Required Purchasers that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such real property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and

(g) if requested by the Required Purchasers in their sole discretion, a customary opinion of legal counsel to the Note Party granting the Mortgage on such real property, addressed to the Collateral Agent and each Purchaser, in form and substance reasonably acceptable to the Required Purchasers.

“Recipient” means any Purchaser and any other recipient of any payment by or on account of any obligation of any Note Party under any Note Document.

“Reference Property” has the meaning set forth in Section 2.11(k).

“Registered Intellectual Property” has the meaning specified in Section 7.17(b).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, sub-advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Repurchase Notice” has the meaning specified in Section 2.08(b)(ii).

“Required Purchasers” means, as of any date, the Purchasers holding a majority of the aggregate principal amount of the Convertible Notes outstanding on such date; provided, that any Convertible Notes held by the Issuer or any of its Subsidiaries shall be excluded.

“Requirement of Law” shall mean, as to any Person, such Person’s Organization Documents, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief operating officer, chief legal officer, general counsel, treasurer, assistant treasurer, secretary, executive chairman or vice president of finance of a Note Party and, solely for purposes of the delivery of certificates pursuant to Sections 6.01(h) or 8.12(b), the secretary or any assistant secretary of a Note Party. Any document delivered hereunder that is signed by a Responsible Officer of a Note Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Note Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Note Party.

“S&P” means Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

“Sale and Leaseback Transaction” means, with respect to any Note Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby the Note Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any sanction administered or enforced by the United States government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority of the United States, United Nations, European Union or United Kingdom.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Parties” means (a) each Purchaser, (b) the Collateral Agent and (c) the permitted successors and assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

“Security Agreement” means the security agreement dated as of the Closing Date executed in favor of the Collateral Agent, for the benefit of the Secured Parties, by each of the Note Parties, as amended or modified from time to time in accordance with the terms thereof.

“Shares” means shares of the Issuer’s Common Stock.

“Share Settlement Value” means the product of (i) the number of Shares of Common Stock a Purchaser would be entitled to receive if the principal amount of Convertible Notes proposed to be repaid on the applicable repayment date or converted on the applicable Conversion Date were converted into Shares of Common Stock on such date in accordance with Section 2.11 hereof and (ii) the Prepayment Current Market Price determined as of the date of the applicable Conversion Notice delivered by a Purchaser to the Issuer pursuant to Section 2.11(b) hereof which gives rise to the election of the Issuer to pay the Share Settlement Value.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Staton” means Staton Orbital Family Limited Partnership and its Affiliates.

“Staton Payment Obligations” means the Issuer’s obligations to Staton in connection with any PIPE investment made by such entities as set forth in the Staton Subscription Agreement (as in effect on the First Amendment Effective Date and without giving effect to any amendments or modifications thereto in any manner adverse to the interests of the Purchasers) between the Issuer and Staton, in an amount equal to $30,000,000 to be paid in sixteen quarterly installments, in which the first four quarterly installments of $1,875,000 during the first twelve months following the Combination Closing Date have been in cash and the remaining quarterly installments thereafter shall be paid, at the Issuer’s election, (x) in the common stock of the Issuer or (y) in cash (provided that, for the avoidance of doubt, nothing herein shall prevent the Staton Payment Obligations from being paid in the form of common stock in accordance with the terms of the Staton Subscription Agreement).

“Staton Cash Obligations” has the meaning specified in Section 9.11.

“Staton Payment Obligations” has the meaning specified in Section 9.11.

“Staton Subordination Agreement” has the meaning specified in Section 9.06(i)means a subordination agreement in form and substance reasonably satisfactory to the Purchasers pursuant to which the Staton Payment Obligations are subordinated to all Obligations.

“Staton Subscription Agreement” means the Subscription Agreement dated as of October 28, 2021 between Staton and the Issuer, as amended by that certain First Amendment to Subscription Agreement dated as of the First Amendment Effective Date.

“Strategic Cooperation Agreement” means the 2022 Strategic Cooperation Agreement, dated as of the Closing Date, among the Issuer, Lockheed Martin and the other parties thereto.

“Subject Securities” has the meaning specified in Section 9.19(a)(i).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer, to a Subsidiary or Subsidiaries of the Issuer.

“Surrender Date” has the meaning specified in Section 2.11(c).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Purchaser or any Affiliate of a Purchaser).

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.

“Taxes” has the meaning set forth in Section 4.01(c).

“Test Period” shall mean, as of any date of determination, the period of four consecutive fiscal quarters of the Issuer (taken as one accounting period) (i) most recently ended on or prior to such date for which financial statements have been or are required to be delivered in accordance with Section 8.01 or (ii) in the case of any calculation pursuant to Section 9.17(b), ended on the last date of the fiscal quarter in question.

“Third Party” means any entity other than the Issuer, any Subsidiary thereof or any Affiliate thereof.

“Threshold Amount” means $10,000,0001,000,000.

“Trademarks” has the meaning specified in the definition of Intellectual Property.

“Trading Day” means any day on which (i) there is no Market Disruption Event and (ii) the NYSE or, if the Common Stock is not listed on the NYSE, the principal national securities exchange on which the Common Stock is listed, is open for trading or, if the Common Stock is not so listed, admitted for trading or quoted, any Business Day. A Trading Day only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.

“Transaction Expenses” shall mean any fees, costs, or expenses incurred, paid or payable by the Issuer or any of their respective Affiliates in connection with the Transactions, this Agreement and the other Note Documents and the transactions contemplated hereby and thereby.

“Transactions” shall mean, collectively, the transactions constituting or contemplated by this Agreement and the other Note Documents and any prepayment, repayment, repurchase, prepayment, conversion or defeasance of Indebtedness of the Issuer in connection therewith and any other transactions (including in connection with any amendment or consent under the FP Note Purchase Agreement and the LM/BP Note Purchase Agreement) in connection with the foregoing (including in connection with the payment of the fees, costs and expenses incurred in connection with any of the foregoing (including the Transaction Expenses)).

“Treasury Regulations” means the regulations, including temporary regulations, promulgated by the United States Treasury Department under the Internal Revenue Code, as such regulations may be amended from time to time (including the corresponding provisions of any future regulations).

“Trigger Event” has the meaning specified in Section 2.11(l).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions

hereof or of the other Note Documents relating to such perfection, effect of perfection or non-perfection or priority.

“United States” and “U.S.” mean the United States of America.

“U.S. Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“VWAP” per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Issuer) page “LLAP <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by an independent financial advisor retained by the Issuer for such purpose).

“Warrant” or “Warrants” have the meanings specified in Section 3.01.

“WC Intercreditor Agreement” has the meaning specified in Section 9.01(q).

“Wholly-Owned Subsidiary” means any Person 100% of whose Equity Interests are at the time owned by the Issuer directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by the Issuer.

“Withholding Agent” means any Note Party, and any other Person required by applicable Law to withhold or deduct amounts from a payment made by or on account of any obligation of any Note Party under any Note Document.

“Working Capital Facility” has the meaning specified in Section 9.03(g).

“Working Capital Facility Lender” has the meaning specified in Section 9.01(q).

“Working Capital Priority Collateral” has the meaning specified in Section 9.01(q).

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

With reference to this Agreement and each other Note Document, unless otherwise specified herein or in such other Note Document:

Unless otherwise specified, all references herein to times of day shall be references to United States Eastern time (daylight or standard, as applicable).

All computations of interest shall be made on the basis of a 365/366-day year and actual days elapsed. Interest shall accrue on the Convertible Notes for the day on which the Convertible Notes are issued, and shall not accrue on the Convertible Notes, or any portion thereof, for the day on which the Convertible Notes or such portion is paid or converted.

CP1 = CP0 x (OS0 / OS1)

CP0 = the Conversion Price in effect immediately prior to the close of business on (i) the record date for such dividend or distribution or (ii) the effective date of such subdivision, combination or reclassification.

CP1 = the new Conversion Price in effect immediately after the close of business on (i) the record date for such dividend or distribution or (ii) the effective date of such subdivision, combination or reclassification.

OS0 = the number of Shares of Common Stock outstanding immediately prior to the close of business on (i) the record date for such dividend or distribution or (ii) the effective date of such subdivision, combination or reclassification.

OS1 = the number of Shares of Common Stock that would be outstanding immediately after, and solely as a result of, the completion of such event.

Any adjustment made pursuant to this clause (i) shall be effective immediately prior to the open of business on the Trading Day immediately following the record date, in the case of a dividend or distribution, or the effective date, in the case of a subdivision, combination or reclassification. If any such event is announced or declared but does not occur, the Conversion Price shall be readjusted, effective as of the date on which the Board of Directors announces that such event shall not occur, to the Conversion Price that would then be in effect if such event had not been declared.

CP1 = CP0 x [(SP0 - FMV) / SP0]

CP0 = the Conversion Price in effect immediately prior to the close of business on the record date for such dividend or distribution.

CP1 = the new Conversion Price in effect immediately after the close of business on the record date for such dividend or distribution.

SP0 = the Current Market Price as of the record date for such dividend or distribution.

FMV = the fair market value of the portion of Distributed Property (or, with respect to dividends or distributions paid exclusively in cash, the amount in cash) distributed with respect to each outstanding Share of Common Stock on the record date for such dividend or distribution.

If any such event is declared but does not occur, the Conversion Price shall be readjusted, effective as of the date on which the Board of Directors announces that such event shall not occur, to the Conversion Price that would then be in effect if such event had not been declared.

CP1 = CP0 x [MP0 / (FMV + MP0)]

CP = the Conversion Price in effect immediately prior to the close of business on the tenth (10th) full Trading Day immediately following, and including, the effective date of the Distribution Transaction.

CP1 = the new Conversion Price in effect immediately after the close of business on the tenth (10th) full Trading Day immediately following, and including, the effective date of the Distribution Transaction.

FMV = the arithmetic average of the volume-weighted average prices for a share of the capital stock or other interest distributed to holders of Common Stock on the principal United States securities exchange or automated quotation system on which such capital stock or other interest trades, as reported by Bloomberg, L.P. (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Issuer) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of such capital stock or other interest on such Trading Day determined, using a volume-weighted average method, by a nationally recognized investment banking firm (unaffiliated with the Issuer) retained by the Issuer for such purpose), for each of the ten (10) consecutive full Trading Days commencing with, and including, the effective date of the Distribution Transaction.

MP0 = the arithmetic average of the VWAP per Share of Common Stock for each of the ten (10) consecutive full Trading Days commencing with, and including, the effective date of the Distribution Transaction

Such adjustment shall occur on the tenth (10th) full Trading Day immediately following, and including, the effective date of the Distribution Transaction, and notwithstanding anything to the contrary herein, the Purchasers shall not be entitled to convert any Convertible Note prior to such tenth (10th) Trading Day.

CP1 = CP0 x (OS0+Y) / [(OS0+X)]

CP0 = the Conversion Price in effect immediately prior to the close of business on the record date for such dividend, distribution or issuance.

CP1 = the new Conversion Price in effect immediately following the close of business on the record date for such dividend, distribution or issuance.

OS0 = the number of Shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend, distribution or issuance.

X = the total number of Shares of Common Stock issuable pursuant to such rights, options or warrants.

Y = the number of Shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Current Market Price as of the record date for such dividend, distribution or issuance.

For purposes of this clause (v), in determining whether any rights, options or warrants entitle the Purchasers to subscribe for or purchase Shares at a price per Share that is less than the Current Market Price

as of the record date for such dividend, distribution or issuance, there shall be taken into account any consideration the Issuer receives for such rights, options or warrants, and any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be the fair market value thereof.

Any adjustment made pursuant to this clause (v) shall become effective immediately following the close of business on the record date for such dividend, distribution or issuance. In the event that such rights, options or warrants are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to the Conversion Price that would then be in effect if such dividend, distribution or issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or Shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the dividend, distribution or issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Shares of Common Stock actually delivered.

No adjustment to the Conversion Price need be made pursuant to Section 2.11(f) for a transaction (other than for share splits or share combinations pursuant to Section 2.11(f)(i) above) if the Issuer makes provision so that, upon any conversion of the Convertible Notes, the Purchaser shall be entitled to receive, in addition to the Conversion Shares issuable upon conversion, such consideration in respect of the transaction to the extent such consideration would have been paid or made, as applicable, in respect of the Conversion Shares issued upon such conversion had Conversion Shares been outstanding immediately prior to the record date, or effective date, as applicable for such transaction (without giving effect to any adjustment pursuant to Section 2.11(f)(i) above on account of such transaction). For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Price pursuant to this Section 2.11 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.

Prior to or at the effective time of such Merger Event, the Issuer or the successor or purchasing person, as the case may be, shall enter into an amendment to this Agreement in accordance with Section 12.01 providing for such change in the right to convert the Convertible Notes (to the extent so required); provided, however, that at and after the effective time of the Merger Event, any Shares that the Issuer would have been required to deliver upon conversion of the Convertible Notes in accordance with Section 2.11(f) shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Shares would have received in such Merger Event.

If the Merger Event causes the Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Convertible Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Shares that affirmatively make such an election and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Share. The Issuer shall notify the Purchasers and the Conversion Agent of such weighted average as soon as practicable after such determination is made. If the holders receive only cash in such Merger Event, then for all conversions that occur after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Convertible Notes shall be solely cash in an amount equal to $1,000 divided by the Conversion Price in effect on the effective date of such Merger Event, multiplied by the price paid per Share in such Merger Event and (B) the Issuer shall satisfy its conversion obligations by paying cash to converting Purchasers as promptly as practicable immediately following the relevant Conversion Date. The Issuer shall notify the Purchasers and the Conversion Agent of such weighted average as soon as practicable after such determination is made. None of the foregoing provisions shall affect the right of a Purchaser to convert its Convertible Notes into Shares (and cash in lieu of any fractional share) prior to the effective date of such Merger Event.

If any Purchaser shall, by exercising any right of setoff or otherwise (other than pursuant to such Purchaser’s conversion thereof in accordance with Section 2.11 or the prepayment or repayment thereof pursuant to Section 2.07 or Section 2.08), obtain payment in respect of any principal of or interest on its portion of any Convertible Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Convertible Note and accrued interest thereon greater than its pro rata share thereof as provided herein, then such Purchaser shall (a) notify the other Purchasers of such fact and (b) purchase for cash at face value, but without recourse, ratably from each of the other Purchasers such amount of the Convertible Notes held by each such other Purchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of and accrued interest on their respective portions of the Convertible Notes and other amounts owing them; provided, that:

All of the Note Parties’ obligations under this Article IV shall survive any transfer of the Convertible Notes, the repayment, satisfaction or discharge of the Obligations hereunder and the resignation or replacement of the Collateral Agent.

If the Issuer is required to pay any Taxes or additional amounts to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 4.01, then at the request of the Issuer, such Purchaser shall use commercially reasonable efforts to designate a different lending office for purchasing its Convertible Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Purchaser such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.01 as the case may be, in the future, and (ii) in each case, would not subject such Purchaser to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Purchaser. The Issuer hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel) incurred by any Purchaser in connection with any such designation or assignment.

Each of the Guarantors hereby jointly and severally guarantees to each Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations of the Issuer and any other Guarantors in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Note Documents, the obligations of each Guarantor under this Agreement and the other Note Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state or federal law.

The obligations of the Guarantors under Section 5.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Note Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 5.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article V until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Collateral Agent or any Purchaser exhaust any right, power or remedy or proceed against any Person under any of the Note Documents, or any other agreement or instrument referred to in the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations.

The obligations of the Guarantors under this Article V shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify each Secured Party on demand for all reasonable and documented out-of-pocket costs and expenses incurred by such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 5.02 and through the exercise of rights of contribution pursuant to Section 5.06.

The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 10.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 10.02) for purposes of Section 5.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 5.01. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Purchasers may exercise their remedies thereunder in accordance with the terms thereof.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable law.

Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Note Documents and no Guarantor shall exercise such rights of contribution until all Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the commitments have been terminated.

The guarantee in this Article V is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

This Agreement shall become effective upon, and the obligation of each Purchaser to purchase the Convertible Notes on the Closing Date is subject to, satisfaction of the following conditions precedent:

By issuing and delivering the Convertible Notes, the Issuer shall be deemed to represent and warrant that the conditions specified in Sections 6.01(m), (n) and (o) have been satisfied on and as of the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in Section 6.01, each Purchaser that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Purchaser unless the Collateral Agent shall have received notice from such Purchaser prior to the proposed Closing Date specifying its objection thereto.

Each Note Party represents and warrants to the Secured Parties that:

Each Note Party and each of its Subsidiaries (a) is duly organized, incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite permits, governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Note Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Note Party of this Agreement or any other Note Document other than: (a) those that (i) have already been obtained and are in full force and effect or (ii) are required in connection with the conversion of the Convertible Notes or the exercise of the Warrants; (b) filings to perfect the Liens created by the Collateral Documents; and (c) the filing of any applicable reports under securities laws.

Each Note Document has been duly executed and delivered by each Note Party that is party thereto. Each Note Document constitutes a legal, valid and binding obligation of each Note Party that is party thereto, enforceable against each such Note Party in accordance with its terms, subject to applicable Debtor Relief Laws or other Laws affecting creditors’ rights generally and subject to general principles of equity.

Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Note Parties, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Note Party or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Note Document, or any of the transactions contemplated hereby or (b) either individually or in the aggregate, could reasonably be expected to result in any material liability of a Note Party or any of its Subsidiaries.

Each Note Party and its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business. The property of each Note Party and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Each Note Party and each Subsidiary is in compliance with the requirements of all Laws and all judgments, orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or judgment, order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to be material in any respect.

The Issuer is Solvent on an individual basis, and the Issuer and its Subsidiaries are Solvent on a consolidated basis.

The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens will be, upon the timely and proper filings, deliveries, notations and other actions contemplated in the Collateral Documents, perfected security interests and Liens (to the extent that such security interests and Liens can be perfected by such filings, deliveries, notations and other actions contemplated in the Collateral Documents), prior to all other Liens other than Permitted Liens.

Set forth on Schedule 7.20(a) is a list of all real property that is owned or leased by the Note Parties as of the Closing Date (with (x) the address of each real property, (y) a designation of whether such real property is owned or leased and (z) if any Note Party maintains books and records at such real property). Set forth on Schedule 7.20(b) is the tax payer identification number and organizational identification number of each Note Party as of the Closing Date. The exact legal name and jurisdiction of organization of (a) the Issuer is as set forth on Schedule 7.20(b) and (b) each Guarantor is (i) as set forth on Schedule 7.20(b), (ii) as set forth in the Joinder Agreement pursuant to which such Guarantor became a party hereto. Except as set forth on Schedule 7.20(c), no Note Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its jurisdiction of organization, or (iii) been party to a merger, amalgamation, consolidation or such other structural change.

None of the Note Parties nor anyone acting on their behalf has offered or will offer to sell the Convertible Notes or any similar securities to, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to require the issuance and sale of the Convertible Notes to be registered under the Securities Act or applicable securities laws of any other jurisdiction. None of the Note Parties nor anyone acting on their behalf has engaged, directly or indirectly, in any form of general solicitation or general advertising with respect to the offering of the Convertible Notes (as those terms are used in Regulation D) or otherwise in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. Assuming the accuracy and completeness of the representations and warranties of the Purchasers set forth in Article VII-A below, the offer and sale of the Convertible Notes are exempt from registration under the Securities Act and any applicable securities laws of any other jurisdiction.

There are no existing or, to the knowledge of the Note Parties, threatened strikes, lockouts or other labor disputes involving any Note Party or any Subsidiary that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Note Parties and their Subsidiaries are not in violation in any material respect of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

No Note Party or any of their Subsidiaries is an Affected Financial Institution.

The Indebtedness represented by the Convertible Notes and the other Obligations under the applicable Note Documents of each Note Party is intended to constitute senior secured Indebtedness, and accordingly is, and shall be, at all times while the Convertible Notes and the other Obligations remain outstanding, pari passu or senior in right of payment to all Indebtedness (if any) of such Note Party, other than the Indebtedness incurred under the Bridge Note Documents, the FP Note Documents and the LM/BP Note Documents.

No real property subject to a Mortgage is a Flood Hazard Property unless the Purchasers and the Collateral Agent shall have received the following: (a) the applicable Note Party’s written acknowledgment of receipt of written notification from the Required Purchasers (i) as to the fact that such real property is a Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) copies of insurance policies or certificates of insurance of the applicable Note Party evidencing flood insurance reasonably satisfactory to

the Secured Parties and naming the Collateral Agent as additional loss payee on behalf of the Secured Parties and (c) such other flood hazard determination forms, notices and confirmations thereof as requested by the Required Purchasers and the Collateral Agent. All flood hazard insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been paid in full.

The Strategic Cooperation Agreement (a) is in full force and effect and is binding upon and enforceable against any Note Party and any Subsidiary bound thereby in accordance with its terms, and (b) no Note Party or Subsidiary is currently in material breach or default thereunder.

ARTICLE VII-A
REPRESENTATIONS OF THE PURCHASERS

Each Purchaser represents and warrants to (and solely for the benefit of) the Note Parties as of the Closing Date, that:

So long as any Convertible Note or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), each Note Party shall and shall cause each Subsidiary to:

Deliver to each Purchaser, in form and detail satisfactory to the Required Purchasers:

Documents required to be delivered pursuant to Section 8.01 or Section 8.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Issuer posts such documents, or provides a link thereto on the Issuer’s website on the Internet at the website address listed on Schedule 12.02, or (ii) on which such documents are posted on the Issuer’s behalf on an Internet or intranet website, if any, to which each Purchaser has access (whether a commercial or third-party website); provided, that: (x) the Issuer shall deliver paper copies of such documents to the any Purchaser upon its request to the Issuer, and shall continue to deliver such paper copies until a written request to cease delivering paper copies is given by such Purchaser and (y) the Issuer shall notify each Purchaser (by facsimile or electronic mail) of the posting of any such documents and provide to each Purchaser by electronic mail electronic versions (i.e., soft copies) of such documents.

Each notice pursuant to clauses (a) to (g) of this Section 8.03 shall be accompanied by a statement of a Responsible Officer of the Issuer setting forth details of the occurrence referred to therein and stating what action the applicable Note Party has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.03(a) shall describe with particularity any and all provisions of this Agreement and any other Note Document that have been breached. A Fundamental Change Notice pursuant to clause (h) of this Section 8.03 shall state: (i) the events causing the Fundamental Change and (ii) the date of the Fundamental Change.

Pay and discharge, as the same shall become due and payable (a) all federal, state and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the applicable Note Party or Subsidiary and such payment can be lawfully withheld and the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect, (b) all lawful claims which has by law become a Lien upon its property as a result of non-payment (other than a Permitted Lien), and (c) all Material Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

Comply in all material respects with the requirements of all material Laws and all material orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted.

Subject to a Note Party’s security clearance requirements or policies and any applicable regulation with respect thereto, permit representatives and independent contractors of each Purchaser to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Issuer and at such reasonable times during normal business hours and as often as may be desired, upon reasonable advance notice to the Issuer; provided, however, so long as no Event of Default exists, the Issuer shall only be required to reimburse the Purchasers, collectively, for two such visits and inspections in any fiscal year; provided, further, however, when an Event of Default exists, any Purchaser (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Issuer at any time during normal business hours, as often as desired and without advance notice.

Use the proceeds of the Convertible Notes (i) to fund leasehold improvements and expansion of manufacturing capacity for small satellites and (ii) for operating and working capital needs of the Issuer and its Subsidiaries related to the manufacture and sale of small satellites to Lockheed Martin and other existing customers under programs in existence on the Closing Date; provided, that, in no event shall the proceeds of the Convertible Notes be used (x) for the principal repayment or redemption of any Indebtedness of the Note Parties or any of their Subsidiaries, (y) to make Restricted Payments or (z) in contravention of any Law or of any Note Document; provided, further, that no proceeds of the Convertible Notes shall be used (i) to fund the building of a synthetic aperture radar satellite constellation or (ii) for facility expansion prior to January 1, 2023.

It is the intent of the parties that each U.S. Subsidiary of the Issuer that is a Wholly-Owned Subsidiary and established, created or acquired by the Issuer after the Closing Date and each Subsidiary that Guarantees the obligations of the Issuer under the FP Note Documents or, the LM/BP Note Documents or the Bridge Note Documents become a Guarantor hereunder. Prior to or upon the acquisition or formation of any Subsidiary or the Guarantee by such Subsidiary of the obligations under the FP Note Documents or, the LM/BP Note Documents or the Bridge Note Documents: