Exhibit 10.1


 


SPONSOR LETTER AGREEMENT


 





This SPONSOR LETTER AGREEMENT
(this “Agreement”), dated as of October 28, 2021, is made by and among Tailwind Two Sponsor, LLC, a Delaware limited
liability company (the “Sponsor”), the other holder of shares of Acquiror Class B Common Stock (the “Founder
Shares”) (such holder of Founder Shares, the “Other Holder”, and together with the Sponsor, collectively,
the “Holders” in each case as set forth on Schedule I hereto) and certain other persons (together with the Other
Holder, the “Insiders”), Tailwind Two Acquisition Corp., a Cayman Islands exempted company (“Acquiror”),
and Terran Orbital Corporation, a Delaware corporation (the “Company”). The Sponsor, the Other Holders, Acquiror 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 Merger Agreement (as hereinafter defined).


 


WHEREAS, concurrently with
the execution of this Agreement, Acquiror, the Company and Titan Merger Sub, Inc. are entering into that certain Merger Agreement,
dated as of the date of this Agreement (the “Merger Agreement”), which contemplates that, pursuant to this Agreement,
among other things, (a) the Holders will agree to vote in favor of approval of the Merger Agreement and the transactions contemplated
thereby (including the Merger) and (b) subject to, and conditioned upon and effective as of immediately prior to, the occurrence
of the Effective Time, the Holders will agree to waive, to the extent applicable, any adjustment to the conversion ratio set forth in
the Acquiror Organizational Documents or any other anti-dilution or similar protection with respect to all of the Founder Shares held
by him, her, or it in connection with the transactions contemplated by the Merger Agreement.


 


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.            Consent
to Business Combination; Agreement to Vote.


 


(a)            Pursuant
to Section 3 of that certain Letter Agreement, dated March 4, 2021, by and among Acquiror, the Holders and certain other parties
thereto (the “Holder Agreement”), the Sponsor hereby consents to the entry by Tailwind Two into the Merger Agreement
and each other Transaction Agreement to which Tailwind Two is or will be a party.


 


(b)            Each
Holder (in his, her or its capacity as a shareholder of Tailwind Two and on behalf of himself, herself or itself and not the other Holders)
hereby agrees to vote (or cause to be voted) at any meeting of the shareholders of Acquiror or adjournment or postponement thereof (each,
a “Shareholders’ Meeting”), and in any action by written resolution of the shareholders of Acquiror, all of such
Holder’s Founder Shares and all other Equity Securities of Acquiror such person is entitled to vote on the matter that such Holder
holds (if any), in each case, of record or beneficially as of the date of this Agreement, or of which such Holder acquires record or beneficial
ownership after the date of this Agreement (such Founder Shares and such other Equity Securities, collectively, the “Subject
Acquiror Equity Securities”) in favor of the Transaction Proposals (including the Merger and the Domestication), and against
any action, proposal, transaction, agreement or other matter presented at the Shareholders’ Meeting that would reasonably be expected
to (i) result in a breach of any Acquiror Party’s covenants, agreements or obligations under the Merger Agreement, (ii) cause
any of the conditions to the Closing set forth in Sections 9.01 or 9.02 of the Merger Agreement not to be satisfied or (iii) otherwise
materially impede, materially interfere with, materially delay, materially discourage, materially and adversely affect or materially inhibit
the timely consummation of, the transactions contemplated by the Merger Agreement. The obligations of the Holders specified in this Agreement,
including this Section 1, shall apply whether or not the Acquiror Board shall have effected a Change in Recommendation.


 


2.            Waiver
of Anti-dilution Protection. Subject to, and conditioned upon, the occurrence of the Closing, each Holder hereby (a) waives (for
himself, herself or itself and for his, her or its successors, heirs and assigns), to the fullest extent permitted by law and the Acquiror
Organizational Documents, and (b) agrees not to assert or perfect, any rights to adjustment or other anti-dilution protections with
respect to the rate at which any Founder Shares (to the extent applicable) held by him, her or it convert into shares of Acquiror Class A
Common Stock in connection with the transactions contemplated by the Merger Agreement, including the Domestication.


 






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3.            Other
Covenants. Each Holder hereby agrees to be bound by and subject to (a) Sections 8.05(a) (Confidentiality) and 8.05(b) (Publicity)
of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if such Holder is directly
a party thereto, (b) the Confidentiality Agreement to the same extent as such provisions apply to Acquiror, as if such Holder is
directly a party thereto, and (c) Section 8.03(b) (Exclusivity) of the Merger Agreement to the same extent as such provisions
apply to Acquiror as if such Holder is directly party thereto.


 


4.            Transfer
of Shares.


 


(c)            Each
Holder hereby agrees that he, she or it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of
law), place a lien on, pledge, dispose of or otherwise encumber any of his, her or its Subject Acquiror Equity Securities (which for purposes
of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A Common Stock acquired by such Holder
in connection with the Domestication) or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit
any of his, her or its Subject Acquiror Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant
any proxy or power of attorney with respect to any of his, her or its Subject Acquiror Equity Securities that conflicts with any of the
covenants or agreements set forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any
of his, her or its Subject Acquiror Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which
would (either alone or in connection with one or more circumstances, developments or events (including the satisfaction or waiver of any
conditions precedent)), lead to or result in a sale, assignment, transfer or other disposition of his, her or its Subject Acquiror Equity
Securities even if such Subject Acquiror Equity Securities would be disposed of by a person other than such Holder, or (v) redeem,
elect to redeem or tender or submit any of its Subject Acquiror Entity Securities owned by him, her or it for redemption in connection
with the consummation of the Merger and the other transactions contemplated under the Merger Agreement; provided, however,
that the foregoing provisions of this Section 3(a) shall not apply to any Transfer (A) to Acquiror’s officers
or directors, any affiliates or family member of any of Acquiror’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 any estate planning vehicle or 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; (F) pro rata distributions from the Sponsor to its members, partners or stockholders pursuant to the Sponsor’s
operating agreement, (F) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor
or (G) in the event of a completion of a liquidation, merger, share exchange or other similar transaction which results in all of
the Acquiror Shares being exchanged for cash, securities or other property; 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.


 






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(d)            In
furtherance of the foregoing, Acquiror hereby agrees to (i) place a revocable stop order on all Subject Acquiror Equity Securities
(which for purposes of this Section 3 shall include, to the extent applicable, any shares of Acquiror Class A
Common Stock acquired by such Holder in connection with the Domestication) subject to Section 3(a), including those which
may be covered by a registration statement, and (ii) notify Acquiror’s transfer agent in writing of such stop order and the
restrictions on such Subject Acquiror Equity Securities under Section 3(a) and direct Acquiror’s transfer agent
not to process any attempts by any Holder to Transfer any Subject Acquiror Equity Securities except in compliance with Section 3(a).


 


5.            Termination
of Founder Shares Lock-up Period. Each Holder and Acquiror hereby agree that, subject to and conditioned upon the occurrence of and
effective as of the consummation of the Closing (and not before):


 


(a)            Section 5(a) of
the Holder Agreement, shall be amended and restated in its entirety as follows:


 


“5.(a)     Reserved.”


 


(b)            Paragraph
(c) of Section 5 of the Holder Agreement shall be automatically amended to remove all references to paragraph (a) of Section 5
of the Holder 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.”


 


The amendment and restatement set forth in this
Section 4 shall be void and of no force and effect with respect to the Holder Agreement if the Merger Agreement shall be terminated
for any reason in accordance with its terms.


 


6.            Representations
and Warranties. Subject to the terms of the Merger Agreement, each Holder represents and warrants (severally and not jointly) and
solely with respect to himself, herself or itself and not to any of the other Holders to the Company as follows:


 


(a)            if
such Person is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which
it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby are within such Person’s corporate, limited liability company or organizational powers and
have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Person;


 


(b)            if
such Person is an individual, such Person has full legal capacity, right and authority to execute and deliver this Agreement and to perform
his or her obligations hereunder;


 


(c)            this
Agreement has been duly executed and delivered by such Person and, assuming due authorization, execution and delivery by the other parties
to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Person, enforceable against such Person in
accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’
rights and general principles of equity affecting the availability of specific performance and other equitable remedies);


 






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(d)            the
execution and delivery of this Agreement by such Person does not, and the performance by such Person of his, her or its obligations hereunder
will not, (i) if such Person is not an individual, conflict with or result in a violation of the organizational documents of such
Person, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party
(including under any Contract binding upon such Person or such Person’s Subject Acquiror Equity Securities), in each case, to the
extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Person of its, his or
her obligations under this Agreement, except, in the case of (ii) above, as would not adversely affect the ability of such
Holder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect;


 


(e)            there
are no Actions pending against such Person or, to the knowledge of such Person, threatened against such Person, before (or, in the case
of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to
prevent, enjoin or materially delay the performance by such Person of its, his or her obligations under this Agreement;


 


(f)            such
Person has had the opportunity to read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and
legal advisors in connection therewith;


 


(g)            such
Person has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such
Person’s obligations hereunder; and


 


(h)            such
Person is the record and beneficial owner of all of his, her or its Subject Acquiror Equity Securities, and there exist no Liens or any
other limitation or restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such
securities), other than pursuant to or set forth in, as applicable, (A) this Agreement, (B) the Acquiror Organizational Documents,
(C) the Merger Agreement and the other Transaction Agreements (including as set forth in the Disclosure Schedules thereto), (D) the
Holder Agreement, (E) that certain letter regarding the Securities Subscription Agreement, dated November 23, 2020, by and between
Sponsor and Acquiror, (F) that certain Registration and Shareholder Rights Agreement, dated as of March 9, 2021, by and among
Acquiror, the Sponsor and the other parties thereto, (F) any applicable securities laws or (G) the SEC Reports filed or furnished
by Acquiror.


 


7.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier
of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms. Upon termination of
this Agreement 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. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination
of this Agreement pursuant to Section 7(b) 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 for Fraud, (ii) Sections 2, 5
and 12 (solely to the extent related to Section 2 or 5) shall each survive the termination of this Agreement
pursuant to Section 7(a), and (iii) Sections 8, 9, 10, and 12 (solely to the extent related
to Sections 8, 9, 10 or 12) shall survive any termination of this Agreement. For purposes of this Section 7,
 “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 Agreement.


 






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8.            No
Recourse. Except for claims pursuant to the Merger Agreement or any Transaction Agreement by any party thereto against any other party
thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may
only be brought against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or
relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against
any Company Non-Party Affiliate or any past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder,
Affiliate, agent, attorney, advisor or representative of Acquiror (collectively, the “Acquiror Representatives”) (other
than the Holders named as parties hereto, on the terms and subject to the conditions set forth herein), and (b) none of the Company
Non-Party Affiliates or Acquiror Representatives (other than the Holders named as parties hereto, on the terms and subject to the conditions
set forth herein) 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 or for any actual or
alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with
this Agreement, the negotiation hereof or its subject matter or the transactions contemplated hereby. Notwithstanding anything to the
contrary in this Agreement, (i) in no event shall any Holder have any obligations or Liabilities related to or arising out of the
covenants, agreements, obligations, representations or warranties of any other Holder under this Agreement (including related to or arising
out of the breach of any such covenant, agreement, obligation, representation or warranty by any other Holder), (ii) in no event
shall Tailwind Two have any obligations or Liabilities related to or arising out of the covenants, agreements, obligations, representations
or warrants of any Holder under this Agreement (including related to or arising out of any breach of any such covenant, agreement, obligation,
representation or warranty by any such Holder).


 


9.            Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) each Holder makes no agreement or understanding herein
in any capacity other than in such Holder’s capacity as a record holder or beneficial owner of the Subject Acquiror Equity Securities,
and not, in the case of each Other Holder, in such Other Holder’s capacity as a director, officer or employee of any Acquiror Party,
and (b) nothing herein will be construed to limit or affect any action or inaction by each Other Holder or any representative of
the Sponsor serving as a member of the board of directors (or other similar governing body) of any Acquiror Party or as an officer, employee
or fiduciary of any Acquiror Party, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary
of such Acquiror Party.


 


10.            No
Third-Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted
assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and permitted
assigns, any legal or equitable right, benefit or remedy of any nature whatsoever. Nothing in this Agreement, expressed or implied, is
intended to or shall constitute the Parties partners or participants in a joint venture.


 


11.            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 any Holder, to:


 


c/o Tailwind Two Acquisition Corp. 


150 Greenwich Street, 29th Floor 


New York, NY 10006 


Attention:     Matthew
Eby 


Email: matthew.eby@gmail.com


 






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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.
	 	 	Chelsea Darnell
	 	Email:	jonathan.davis@kirkland.com
	 	 	chelsea.darnell@kirkland.com









 


If to the Company, to:


 


Terran Orbital Corporation 


6800 Broken Sound Parkway NW,
Suite 200 


Boca Raton, FL 33487 


Attention:
Marc Bell, Chief Executive Officer 


Email:
marc.bell@terranorbital.com and terranorbitallegal@terranorbital.com


 


with a copy (which shall not constitute
notice) to


 


Akin Gump Strauss Hauer &
Feld LLP 


One Bryant Park 


New York, NY 10036-6745 


Attention:
Jonathan Pavlich and Stuart Leblang 


E-mail:
jpavlich@akingump.com and sleblang@akingump.com


 


or to such other address or addresses as the Parties
may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand,
document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary
mail or electronic mail), but no such notice, request, instruction, demand, document or other communication shall be deemed to have been
duly given unless and until it actually is received by the Party for whom it is intended.


 


12.            Incorporation
by Reference. Section 1.02 (Construction), Section 11.03 (Assignment), Section 11.06 (Governing Law), Section 11.07
(Captions; Counterparts), Section 11.09 (Entire Agreement), the first sentence of Section 11.10 (Amendments), Section 11.11
(Severability), Section 11.12 (Jurisdiction; Waiver of Trial by Jury), Section 11.13 (Enforcement), and Section 11.15 (Non-Survival
of Representations, Warranties and Covenants) of the Merger Agreement are incorporated herein and shall apply to this Agreement mutatis
mutandis.


 


[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
    Two Sponsor, LLC
	 	 	 
	 	By:	/s/ Chris Hollod
	 	 	Name:    Chris Hollod
	 	 	Title:      Co-Chief Executive Officer
	 	 	 
	 	TAILWIND TWO ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ Philip Krim
	 	 	Name:    Philip Krim
	 	 	Title:      President
	 	 	 
	 	TERRAN ORBITAL CORPORATION
	 	 	 
	 	 By:	/s/ Marc Bell 
	 	 	Name:    Marc Bell 
	 	 	Title:      President


 


[Signature
Page to Sponsor Agreement]


 









     


     


    

 


	 	 	OTHER HOLDER:
	 	 	 
	 	 	 	/s/
    Tommy Stadlen
	 	 	 	Tommy Stadlen



 


	 	 	INSIDERS:
	 	 	 
	 	 	 	/s/
    Philip Krim
	 	 	 	Philip Krim
	 	 	 	 
	 	 	 	/s/ Matthew
    Eby
	 	 	 	Matthew Eby
	 	 	 	 
	 	 	 	/s/ Chris Hollod
	 	 	 	Chris Hollod
	 	 	 	 
	 	 	 	/s/ Wisdom Lu
	 	 	 	Wisdom Lu
	 	 	 	 
	 	 	 	/s/ Michael
    Kim
	 	 	 	Michael Kim
	 	 	 	 
	 	 	 	/s/ Boris Revsin
	 	 	 	Boris Revsin



 


[Signature Page to
Sponsor Agreement]


 






     


     


    

 


SCHEDULE I 


Holders; Founder Shares


 


	Holder	 	Acquiror Class B Shares	 
	Tommy Stadlen	 	 	75,000	 
	Tailwind Two Sponsor LLC	 	 	8,550,000