Exhibit 10.2


 


March 1, 2021


 


Vector Acquisition Corporation


One Market Street

Steuart Tower, 23rd Floor


San Francisco, CA 94105


 


Reference is made to
that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among
Vector Acquisition Corporation, a Cayman Islands exempted company (which will domesticate as a Delaware corporation prior to the
Closing) (“Parent”), Rocket Lab USA, Inc., a Delaware corporation (the “Company”), and Prestige
USA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the Company (“Merger Sub”).


 


This letter
agreement (this “Letter Agreement”) is being entered into and delivered by Parent and Vector Acquisition
Partners, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), in connection with the
transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Merger Agreement.


 


In consideration of
the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent
and Sponsor hereby agree as follows:


 


		1.	Sponsor hereby agrees to vote at any meeting of the shareholders of Parent, and in any action by
written resolution of the shareholders of Parent, all of such Parent Class B Ordinary Shares (together with any other equity securities
of Parent that Sponsor holds of record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership
after the date hereof) in favor of the Domestication. Sponsor hereby agrees to vote at any meeting of the stockholders of Parent,
and in any action by written resolution of the stockholders of Parent, all of such Delaware Parent Common Stock received by Sponsor
in connection with the Domestication in favor of each of the other Parent Stockholder Matters.



 


		2.	Subject to the satisfaction or waiver of each of the conditions to Closing set forth in the Merger
Agreement and subject to the terms of the Merger Agreement, effective immediately prior to and conditioned upon the Closing, Sponsor
hereby waives any and all rights it has or will have to adjustment or other anti-dilution protection with respect to the rate that
the Parent Class B Ordinary Shares held by Sponsor convert into Parent Class A Ordinary Shares, including under Articles 14 through
18 of Parent’s Second Amended and Restated Articles of Association, dated September 24, 2020, to receive more than one Parent
Class A Ordinary Share upon automatic conversion of Parent Class B Ordinary Shares in connection with the Transactions, it being
understood and agreed that, subject to the terms of the Merger Agreement, all Parent Class B Ordinary Shares shall convert into
Parent Class A Ordinary Shares on a one-for-one basis and that this provision shall apply, mutatis mutandis, to any shares
of Delaware Parent Common Stock received in the Domestication (the “Parent Ordinary Shares”).



 






     


     


    

 


		3.	Except for this Letter Agreement or as described in the Merger Agreement or Parent’s prospectus
dated September 24, 2020 and filed on September 28, 2020, from and after the date of this Agreement and until the Termination Date
(as defined below), prior to the receipt of the Requisite Parent Stockholder Approval, Sponsor agrees not to (i) enter into any
voting agreement, voting trust or any similar agreement, arrangement or understanding, with respect to any Parent Ordinary Shares
or other equity securities of Parent owned by Sponsor (including any Delaware Parent Common Stock), (ii) grant any proxy, consent
or power of attorney with respect to any Parent Ordinary Shares or other equity securities of Parent owned by Sponsor (including
any Delaware Parent Common Stock), (iii) enter into any agreement, arrangement or understanding that is otherwise inconsistent
with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Letter Agreement or
(iv) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of its
Parent Ordinary Shares or other equity securities of Parent owned by Sponsor (including any Delaware Parent Common Stock) or otherwise
agree to do any of the foregoing (each, a “Transfer”); provided, however, that the foregoing shall not apply
to any Transfer (A) to Parent’s officers or directors, any affiliates or family member of any of Parent’s officers
or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such
affiliates; (B) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust,
the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D)
in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection
with the transactions contemplated by the Merger Agreement; and (F) by virtue of the Sponsor’s organizational documents upon
liquidation or dissolution of Sponsor; provided, that any transferee of any Transfer of the type set forth in clauses (A) through
(F) must enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this
Agreement prior to the occurrence of such Transfer. In furtherance of the foregoing, Parent hereby agrees to (i) place a revocable
stop order on all Parent Ordinary Shares or other equity securities of Parent (including any Delaware Parent Common Stock) subject
to this Section 4, including those which may be covered by a registration statement, and (ii) notify Parent’s
transfer agent in writing of such stop order and the restrictions on such Parent Ordinary Shares or other equity securities of
Parent (including any Delaware Parent Common Stock) subject to this Section 4, under and direct Parent’s transfer
agent not to process any attempts by Sponsor to Transfer any Parent Ordinary Shares or other equity securities of Parent (including
any Delaware Parent Common Stock) subject to this Section 4, except in compliance with this Section 4. For the avoidance
of doubt, the obligations of Parent under this Section 4 shall be deemed to be satisfied by the existence of any similar
stop order and restrictions currently existing on the Parent Class A Ordinary Shares or other equity securities of Parent (including
any Delaware Parent Common Stock) subject to this Section 4.



 






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		4.	Sponsor hereby represents and warrants to Parent as follows:



 


(a) As
of the date hereof, it holds 7,950,000 of the issued and outstanding Parent Class B Ordinary Shares.


 


(b) Sponsor
has the full power and authority to make, enter into and carry out the terms of this Letter Agreement. This Letter Agreement has
been duly and validly executed and delivered by Sponsor and constitutes a valid and binding agreement of Sponsor enforceable against
it in accordance with its terms, except insofar as enforceability may be limited by the Remedies Exception.


 


(c) The
execution and delivery of this Letter Agreement by Sponsor does not, and the performance by Sponsor of the obligations under this
Letter Agreement and the compliance by Sponsor with any provisions hereof do not and will not: (i) conflict with or violate any
Law applicable to Sponsor, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter,
articles of association, operating agreement or similar formation or governing documents and instruments of Sponsor, or (iii) result
in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become
a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a Lien on any of the Parent Ordinary Shares owned by Sponsor pursuant to any Contract to which Sponsor is a party
or by which Sponsor is bound, except, in the case of clause (i), (ii) or (iii), as would not reasonably be expected, either individually
or in the aggregate, to materially impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions
contemplated hereby.


 


(d) No
consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other
Person is required by or with respect to Sponsor in connection with the execution and delivery of this Letter Agreement or the
consummation by Sponsor of the transactions contemplated hereby, except as would not reasonably be expected, either individually
or in the aggregate, to materially impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions
contemplated hereby.


 


(e) As
of the date hereof, there is no action pending against, or, to the knowledge of Sponsor, threatened against Sponsor that would
reasonably be expected to materially impair the ability of Sponsor to perform its obligations hereunder or to consummate the transactions
contemplated hereby.


 


(f) Except
for this Letter Agreement or as described in Parent’s prospectus dated September 24, 2020 and filed on September 28, 2020,
Sponsor has not: (i) entered into any voting agreement, voting trust or any similar agreement, arrangement or understanding, with
respect to any Parent Ordinary Shares or other equity securities of Parent owned by Sponsor, (ii) granted any proxy, consent or
power of attorney with respect to any Parent Ordinary Shares or other equity securities of Parent owned by Sponsor or (iii) entered
into any agreement, arrangement or understanding that is otherwise inconsistent with, or would interfere with, or prohibit or prevent
it from satisfying, its obligations pursuant to this Letter Agreement.


 






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(g) Sponsor
understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Sponsor’s execution
and delivery of this Letter Agreement.


 


		5.	Sponsor hereby agrees to be bound by and subject to (i) Section 7.8 (Confidentiality; Communications
Plan; Access to Information) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement
as if Sponsor were a party thereto, and (ii) Section 7.2 (Parent No Solicitation) of the Merger Agreement to the same extent as
such provisions apply to Parent as if Sponsor were a party thereto.



 


		6.	The Company is an express third party beneficiary of this Letter Agreement entitled to the rights
and benefits hereunder and, solely in the event that there is a breach hereof by Sponsor that prevents the consummation of the
transactions contemplated by the Merger Agreement, shall be entitled to enforce the provisions hereof as if it was a party hereto.



 


		7.	This Letter Agreement, together with the Merger Agreement to the extent referenced herein, constitute
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, relating to the subject matter hereof.



 


		8.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other party hereto, and any purported assignment in violation of the foregoing
shall be null and void ab initio. This Letter Agreement shall be binding on the parties hereto and their respective successors
and assigns.



 


		9.	This Letter Agreement shall be construed and interpreted in a manner consistent with the provisions
of the Merger Agreement. In the event of any conflict between the terms of this Letter Agreement and the Merger Agreement, the
terms of the Merger Agreement shall govern. The provisions set forth in Sections 10.1 (No Survival), 11.3 (Counterparts; Electronic
Delivery), 11.5 (Severability), 11.6 (Other Remedies; Specific Performance), 11.7 (Governing Law), 11.8 (Consent to Jurisdiction;
Waiver of Jury Trial), 11.12 (Amendment) and 11.13 (Extension; Waiver) of the Merger Agreement, as in effect as of the date hereof,
are hereby incorporated by reference into, and shall be deemed to apply to, this Letter Agreement mutatis mutandis.



 


		10.	Any notice, consent or request to be given in connection with any of the terms or provisions of
this Letter Agreement shall be in writing and shall be sent in the same manner as provided in the Merger Agreement, with (a) notices
to Parent being sent to the addresses set forth therein, in each case with all copies as required thereunder and (b) notices to
Sponsor being sent to:



 


Vector Acquisition Partners, L.P.


One Market Street


Steuart Tower, 23rd Floor


San Francisco, CA 94105


Attention:   Alex Slusky


E-mail:         alex@vectorcapital.com


 






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with a copy (which shall not constitute notice)
to:


 


Kirkland & Ellis LLP


609 Main Street


Houston, Texas 77002


Attention:   Debbie Yee, P.C.


                    Sean T. Wheeler, P.C.


                    Travis J. Distaso


E-mail:        debbie.yee@kirkland.com


                    sean.wheeler@kirkland.com


                    travis.distaso@kirkland.com


 


		11.	This Letter Agreement shall immediately and automatically terminate, and have no further force
and effect, upon the earlier of (i) the Effective Time or (ii) the termination of the Merger Agreement in accordance with its terms
prior to the Effective Time. Notwithstanding the foregoing or anything to the contrary in this Agreement, the termination of this
Agreement pursuant to this Section 11 shall not affect any liability on the part of any Party for a willful
breach of any covenant or agreement set forth in this Agreement prior to such termination or Actual Fraud, which liability shall
survive any termination of this Agreement. For purposes of this Section 11, “willful breach” means a material
breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking
of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Letter Agreement.



 


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Please indicate your
agreement to the terms of this Letter Agreement by signing where indicated below.


 


	 	Very truly yours,
	 	 	 
	 	Vector Acquisition Partners, L.P.
	 	 	 
	 	By: Vector Capital Partners V, L.P.,

its General Partner
	 	 	 
	 	By: Vector Capital Partners V, Ltd.,

its General Partner
	 	 	             
	 	By:	/s/ David Baylor
	 	Name: 	David Baylor
	 	Title:	Officer




 


	Acknowledged and agreed

 as of the date of this Letter Agreement:	 
	 	 	 
	Vector Acquisition Corporation	 
	 	 	 
	By:	/s/ David Baylor   	 
	Name: 	David Baylor	 
	Title:	Chief Financial Officer	 



 


Signature Page to Sponsor Agreement