Exhibit 10.1


 


Execution Version


 





SPONSOR LETTER AGREEMENT


 


This SPONSOR LETTER
AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made by
and among Tailwind Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), QOMPLX, Inc., a Delaware
corporation (the “Company”), solely for purposes of Section 1 and Section 4 to 8 and Sections
9 to 20 (solely to the extent related to the foregoing), Tailwind Acquisition Corp., a Delaware corporation (“Tailwind”),
and solely for the purposes of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to
the extent related to the foregoing), each of the undersigned individuals (such individuals are hereinafter jointly referred to
as the “Insiders”, and together with the Sponsor, collectively, the “Sponsor Parties”). The
Sponsor, Tailwind, the Insiders and the Company shall be referred to herein from time to time collectively as the “Parties”.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination
Agreement (as defined below).


 


WHEREAS, Tailwind,
the Company, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Rationem, LLC, a Delaware
limited liability company, in its capacity as representative of the Company Stockholders, entered into that certain Business Combination
Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with
its terms, the “Business Combination Agreement”); and


 


WHEREAS, the Business
Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business
Combination Agreement by the parties thereto, pursuant to which, among other things, (a) the Sponsor will vote in favor of the
Business Combination Agreement and the transactions contemplated thereby (including the Merger) at any meeting of the stockholders
of Tailwind, (b) the Sponsor will waive any adjustment to the conversion ratio with respect to the Tailwind Class B Shares owned
by the Sponsor set forth in the Governing Documents of Tailwind or any other anti-dilution or similar protection with respect to
the Tailwind Class B Shares owned by the Sponsor (in each case, whether resulting from the transactions contemplated by the PIPE
Subscription Agreements or otherwise), and (c) subject to, and conditioned upon the occurrence of, and effective as of immediately
prior to, the Effective Time, the Sponsor will transfer, surrender and forfeit to Tailwind 835,539 Tailwind Class B Shares for
no consideration.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


1.                  
Tailwind Class B Share Forfeiture. The Sponsor hereby agrees, that, subject to, and conditioned upon the occurrence
of, and effective as of immediately prior to, the Effective Time, the Sponsor shall automatically be deemed to irrevocably transfer,
surrender and forfeit to Tailwind 835,539 Tailwind Class B Shares for no consideration.


 


2.                  
Agreement to Vote. From and after the date hereof until the earlier of the Effective Time or the termination of the
Business Combination Agreement in accordance with its terms, the Sponsor hereby agrees to vote, or caused to be voted, all of the
Tailwind Shares owned by the Sponsor in favor of the Business Combination Agreement and the transactions contemplated thereby (including
the Merger) at any meeting of the stockholders of Tailwind duly called and convened in accordance with the Governing Documents
of Tailwind, in each case, to the extent that the Sponsor is entitled to vote, or cause to be voted, such Tailwind Shares on each
such Transaction Proposal.


 


3.                   Waiver
of Anti-dilution Protection. The Sponsor hereby (a) waives, subject to, and conditioned upon and effective as of
immediately prior to, the occurrence of the Effective Time, any rights to adjustment of the conversion ratio with respect to
the Tailwind Class B Shares owned by the Sponsor set forth in the Governing Documents of Tailwind or any other anti-dilution
or similar protection with respect to the Tailwind Class B Shares owned by the Sponsor (in each case, whether resulting from
the transactions contemplated by the PIPE Subscription Agreements or otherwise) and (b) agrees not to assert or perfect any
rights to adjustment of the conversion ratio with respect to the Tailwind Class B Shares owned by the Sponsor set forth in
the Governing Documents of Tailwind or any other anti-dilution or similar protection with respect to the Tailwind Class B
Shares owned by the Sponsor (in each case, whether resulting from the transactions contemplated by the PIPE Subscription
Agreements or otherwise).


 






     


     


    

 


4.                  
Termination of Lock-up Period. Each of the Sponsor, Tailwind and the Insiders hereby agrees that subject to, and
conditioned upon the occurrence of, and effective as of, the Effective Time:


 


a.                  
Section 5(a) of that certain Letter Agreement, dated as of September 3, 2020 (the “Letter Agreement”),
by and among the Sponsor, Tailwind and the Insiders, shall be automatically amended and restated in its entirety as follows:


 


“5. (a)
Reserved.”;


 


b.                  
Paragraph (c) of Section 5 of the Letter Agreement shall be automatically amended to remove all references to paragraph
(a) of Section 5 of the Letter Agreement and all references to the Founder Shares; and


 


c.                  
Paragraph 9 of the Letter Agreement shall be automatically amended and restated in its entirety as follows:


 


“This Letter Agreement
shall terminate on the earlier of (i) the date that is 30 days after the completion of an initial Business Combination and (ii)
the liquidation of the Company.”


 


5.                   
Non-Survival; Termination. This Agreement shall automatically terminate, without any notice or other action by any
Party, and be void ab initio upon the termination of the Business Combination Agreement in accordance with its terms, and
the representations, warranties, agreements and covenants in this Agreement shall automatically terminate, without any notice or
other action, upon the occurrence of the Effective Time, except for those covenants and agreements in this Agreement that, by their
terms, contemplate performance after the Effective Time. Upon termination of this Agreement or the representations, warranties,
covenants and agreements in this Agreement, as applicable, as provided in the immediately preceding sentence, none of the Parties
shall have any further obligations or Liabilities under, or with respect to, this Agreement, except, if the Effective Time occurs,
obligations with respect to those covenants and agreements in this Agreement that, by their terms, contemplate performance after
the Effective Time. Notwithstanding the foregoing or anything to the contrary in this Agreement, this Section 5, Section
6, Section 7 and Section 8 and Sections 9 to 20 (to the extent related to the foregoing) shall
survive any termination of this Agreement and remain valid and binding obligations of the Parties.


 


6.                  
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) the Sponsor makes no agreement
or understanding herein in any capacity other than in the Sponsor’s capacity as a record holder and/or beneficial owner of
Tailwind Shares, (b) none of the Insiders makes any agreement or understanding herein in any capacity other than in such Insider’s
capacity as a direct or indirect owner of equity interests in the Sponsor, and not, in the case of any Insider, in such Insider’s
capacity as a director, officer or employee of any Tailwind Party or the Sponsor, and (c) nothing herein will be construed to limit
or affect any action or inaction by any Insider or any Representative of the Sponsor serving as a member of the board of directors
(or other similar governing body) of any Tailwind Party or the Sponsor or as an officer, employee or fiduciary of any Tailwind
Party or the Sponsor, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of such
Tailwind Party or the Sponsor.


 






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7.                  
No Recourse. This Agreement may only be enforced against, and any action for breach of this Agreement may only be
made against, the Parties, and without limiting the generality of the foregoing, none of the Representatives of any Party shall
have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter or the transactions
contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement
or in respect of any written or oral representations made or alleged to be made in connection herewith, except as expressly provided
herein or, for the avoidance of doubt, for claims pursuant to the Business Combination Agreement or any Ancillary Documents by
any party(ies) thereto against any other party(ies) thereto on the terms and subject to the conditions therein. Notwithstanding
anything to the contrary in this Agreement, (a) in no event shall any Sponsor Party have any obligations or Liabilities related
to or arising out of the covenants, agreements or obligations of any other Sponsor Party under this Agreement (including related
to or arising out of the breach of any such covenant, agreement or obligation by any other Sponsor Party) and (b) in no event
shall Tailwind have any obligations or Liabilities related to or arising out of the covenants, agreements or obligations of any
Sponsor Party under this Agreement (including related to or arising out of any breach of any such covenant, agreement or obligation
by any such Sponsor Party).


 


8.                  
No Ownership Interest. Nothing contained in this Agreement will be deemed to vest in the Company any direct or indirect
ownership or incidents of ownership of or with respect to the Tailwind Shares owned by the Sponsor. All rights, ownership and economic
benefits of and relating to the Tailwind Shares owned by the Sponsor shall remain vested in and belong to the Sponsor, and except
as otherwise expressly provided in Section 2, (a) the Company shall have no authority to manage, direct, superintend, restrict,
regulate, govern or administer any of the policies or operations of Tailwind or exercise any power or authority to direct the Sponsor
in the voting of any of the Tailwind Shares owned by the Sponsor and (b) the Sponsor shall not be restricted from voting in favor
of, against or abstaining with respect to or giving (or withholding) its written consent to any other matters presented to the
stockholders of Tailwind.


 


9.                 
Entire Agreement; Assignment. This Agreement, together with the Business Combination Agreement and the Ancillary
Documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement
may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties.
Any attempted assignment of this Agreement not in accordance with the terms of this Section 9 shall be void.


 


10.                
Amendment. This Agreement may be amended or modified only by a written agreement executed and delivered by each of
the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported
amendment by any Party or Parties effected in a manner which does not comply with this Section 10 shall be void, ab initio.


 


11.                
Waiver. Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the
Party against whom such waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any Party in exercising
any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise of any other right hereunder.


 


12.                
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.


 






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13.                 Construction;
Interpretation. The term “this Agreement” means this Sponsor Letter Agreement, as the same may from time to time
be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set forth in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor its
respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions
of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise
indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof”
and words of similar import refer to this Agreement as a whole and not to any particular section, subsection, paragraph, subparagraph
or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa;
(c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes”
or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$”
or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is disjunctive
but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing,
typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means
calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent”
means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references
to Sections are to Sections of this Agreement; (k) all references to any Law will be to such Law as amended, supplemented or otherwise
modified or re-enacted from time to time; and (l) all references
to the “date hereof” mean the date of this Agreement. If any action under this Agreement is required to be done or
taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first
succeeding Business Day thereafter.


 





14.                 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted
assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits
or remedies of any nature whatsoever under or by reason of this Agreement.


 


15.                 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law,
all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any
term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


16.                
Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart
to this Agreement.


 






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17.                 Waiver
of Jury Trial. THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY
PROCEEDING, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING,
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.


 


18.                
Submission to Jurisdiction. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction
of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction,
any state or federal court within State of New York, New York County), for the purposes of any Proceeding, claim, demand, action
or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of
the Parties in respect of this Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any
such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such
court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives,
and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action
or cause of action against such Party (i) arising under this Agreement, or (ii) in any way connected with or related or incidental
to the dealings of the Parties in respect of this Agreement, (A) any claim that such Party is not personally subject to the jurisdiction
of the courts as described in this Section 18 for any reason, (B) that such Party or such Party’s property is exempt
or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of
notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that
(x) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient
forum, (y) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or (z) this Agreement,
or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any
process, summons, notice or document by registered mail to such party’s respective address set forth in Section 19
shall be effective service of process for any such Proceeding, claim, demand, action or cause of action.


 


19.                
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation
thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error”
or similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage prepaid,
return receipt requested) (upon receipt thereof) to the other Parties as follows:


 


If to Tailwind, the Sponsor or any of the
Insiders, to:


 


c/o Tailwind Acquisition Corp.


51545 Courtney Ave.


Los Angeles, CA 90046


Attention:     Matthew Eby


E-mail:         [Redacted]


 






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


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022


Attention:     Jonathan
Davis, P.C.


Ryan Brissette


Email:           jonathan.davis@kirkland.com


ryan.brissette@kirkland.com


 


If to the Company, to:


QOMPLX, Inc.


1775 Tysons Boulevard, Suite
800


McLean, VA 22102


Attention:      Jason Crabtree


Email:            [Redacted]


 


with a copy (which shall not constitute
notice) to


 


King & Spalding LLP


1650 Tysons Boulevard, Suite
400


McLean, VA 22102


Attention:     Thomas J. Knox


Daniel R. Kahan


Email:           tknox@kslaw.com


dkahan@kslaw.com


 


or to such other address as the Party to whom
notice is given may have previously furnished to the others in writing in the manner set forth above.


 


20.                
Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of
any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary
damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective
obligations under the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions.
It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, specific performance and other
equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement,
in each case, without posting a bond or undertaking and without proof of damages and this being in addition to any other remedy
to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction,
specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that
the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason
at law or equity.


 


[signature page follows]


 






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IN WITNESS WHEREOF, each of the Parties
has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


		TAILWIND SPONSOR, LLC




 


		By:	/s/ Philip Krim



	 	Name: Philip Krim
	 	Title:   Manager




 


		QOMPLX, INC.




 


		By:	/s/ Jason Crabtree



	 	Name: Jason Crabtree
	 	Title:   Chief Executive Officer




 


		TAILWIND ACQUISITION
    CORP., 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


		By:	/s/ Chris Hollod



	 	Name: Chris Hollod
	 	Title:   Chief Executive Officer





 


[Signature to Sponsor Letter Agreement]


 






     


     


    

 


		PHILIP KRIM, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


	 	/s/
Philip Krim
		Philip
    Krim  







 


[Signature to Sponsor Letter Agreement]


 






     



     


    

 


		CHRIS HOLLOD, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


	 	/s/
Chris Hollod
		Chris
    Hollod




 


[Signature to Sponsor Letter Agreement]


 






     



     


    

 


		MATT EBY, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


	 	/s/ Matt Eby
		Matt Eby




 


[Signature to Sponsor Letter Agreement]


 






     



     


    

 


		ALAN SHERIFF, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


	 	/s/ Alan Sheriff 
		Alan Sheriff




 


[Signature to Sponsor Letter Agreement]


 






     



     


    

 


		WISDOM LU, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


	 	/s/ Wisdom Lu 
		Wisdom
    Lu




 


[Signature to Sponsor Letter Agreement]


 






     



     


    

 


		NEHA PARIKH, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)




 


	 	/s/ Neha Parikh 
		Neha
    Parikh




 


[Signature to Sponsor Letter Agreement]


 






     


     


    

 


		WILL QUIST, 

    solely for the purpose of Section 1 and Section 4 to 8 and Sections 9 to 20 (solely to the extent related to the foregoing)s




 


	 	/s/
    Will Quist 
		Will Quist




 


[Signature to Sponsor Letter Agreement]