Item 1.01 Entry Into A Material Definitive Agreement.

Agreement and Plan of Merger





The Business Combination

The Merger Agreement provides for, among other things, the following transactions on the closing date: (i) Tailwind Two will become a Delaware corporation (the "Domestication") and, in connection with the Domestication, (A) each outstanding Class A ordinary share of Tailwind Two will become one share of common stock, par value $0.0001 per share, of Tailwind Two (the "New Terran Orbital Common Stock"), (B) each outstanding Class B ordinary share of Tailwind Two will become one share of New Terran Orbital Common Stock, and (C) each outstanding warrant of Tailwind Two will become one warrant to purchase one share of New Terran Orbital Common Stock (D) the certificate of incorporation of Tailwind Two and the bylaws of Tailwind Two will be amended and restated; and (ii) following the Domestication, Merger Sub will merge with and into Terran Orbital, with Terran Orbital as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Tailwind Two (the "Merger") and Tailwind Two's name will be changed to Terran Orbital Corporation.

The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."





Merger Consideration

In accordance with the terms and subject to the conditions of the Merger Agreement, issued and outstanding (i) shares of Terran Orbital (including any warrants of Terran Orbital which are exercised immediately prior to the Merger for shares of Terran Orbital in accordance with the terms of the Merger Agreement) will be converted into New Terran Orbital Common Stock, (ii) options to purchase shares of Terran Orbital (whether vested or unvested) will be cancelled in exchange for comparable options to purchase New Terran Orbital Common Stock, pursuant to the new incentive equity plan, and (iii) outstanding and unvested restricted stock and restricted stock units of Terran Orbital (including Employee Retention Share RSUs and Employee Retention Share Restricted Stock described below) will be cancelled in exchange for comparable restricted stock and restricted stock unit awards to be settled in New Terran Orbital Common Stock pursuant to the new incentive equity plan.





Employee Retention Shares

In accordance with the terms and subject to the conditions of the Merger Agreement and Schedule 3.08 to the Merger Agreement, restricted stock and/or restricted stock units in respect of an aggregate of 197,2224 shares of Terran Orbital (such restricted stock, the "Employee Retention Share Restricted Stock," and such restricted stock units, the "Employee Retention Share RSUs") will be awarded prior to the consummation of the Business Combination (the "Closing")under the Amended and Restated Terran Orbital Corporation 2014 Equity Incentive Plan to certain persons designated by the compensation committee (the "Committee") of the board of directors of Terran Orbital (the "Board"). The awards of Employee Retention Share RSUs and Employee Retention Share Restricted Stock will generally vest on the latest occur of: (i) the first anniversary of the Closing, (ii) the trading price of New Terran Orbital Common Stock equaling or exceeding $11.00 or $13.00 (the "Share Price Hurdles"), as applicable, for any 20 trading days within any consecutive 30-trading day period and (iii) such other performance vesting conditions, if any, determined by the Committee and approved by the Board, subject to the applicable person's continued employment through the applicable vesting date; provided, however, that the awards of Employee Retention Share RSUs and Employee Share Restricted Stock will accelerate and vest on a change in control as defined in the new equity incentive plan provided the applicable Share Price Hurdles are met in connection with such change in control. The awards of Employee Retention Share RSUs and Employee Retention Share Restricted Stock will be subject to other terms and conditions (including, re-allocation upon forfeiture) as set forth in Schedule 3.08 to the Merger Agreement. In accordance with the terms and subject to the conditions of the Merger Agreement, issued and outstanding (i) Employee Retention Share RSUs (outstanding and unvested) will be cancelled in exchange for comparable restricted stock units, based on the Exchange Ratio, to be settled in New Terran Orbital Common Stock (the "Rolled Employee Retention Share RSUs") pursuant to the new incentive equity plan and (ii) Employee Retention Share Restricted Stock (outstanding and unvested) will be cancelled in exchange for comparable restricted stock, based on the Exchange Ratio, to be settled in New Terran Orbital Common Stock (the "Rolled Employee Retention Share Restricted Stock") pursuant to the new incentive equity plan. Any awards of Rolled Employee Retention Share RSUs and Rolled Employee Retention Share Restricted Stock that do not vest during the five (5)-year period following the Closing will be automatically forfeited and cancelled for no consideration or other payment and no such expired Rolled Employee Retention Share RSUs or Rolled Employee Retention Share Restricted Stock may thereafter be awarded, re-allocated or available for issuance under the new incentive equity plan.

Representations and Warranties; Covenants

The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. The representations, warranties, covenants, obligations or other agreements contained in the Merger Agreement generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.

Tailwind Two and Terran Orbital have also agreed to take all such actions necessary or appropriate such that, effective immediately after the Closing, the Tailwind Two board of directors shall consist of thirteen (13) directors divided into three (3) classes, designated Class I, II and III, with Class I consisting of four (4) directors, Class II consisting of four (4) directors and Class III consisting of five (5) directors. In addition, Tailwind Two has agreed to adopt a management incentive equity plan.

Conditions to Each Party's Obligations

The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including: (i) the approval and adoption by Tailwind Two's shareholders of the Merger Agreement and transactions contemplated thereby; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) with respect to Terran Orbital and its subsidiaries; (iv) the requisite consents have been obtained from Terran Orbital's equityholders and noteholders (the "Written Consent"); (v) the New Terran Orbital Common Stock to be issued as consideration for the Business Combination has been approved for listing on either The New York Stock Exchange or The Nasdaq Stock Market LLC; (vi) Tailwind Two having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the Closing; (vii) Net Debt (as defined in the Merger Agreement) equaling $40,000,000 or less and (viii) either (x) the Debt Financing Agreements (as defined in the Merger Agreement) contemplated by the Commitment Letter (as defined below) shall have been executed and the financing pursuant to such agreements shall be available to Terran Orbital on the terms provided in the Commitment Letter, or (y) definitive documents shall have been executed by Terran Orbital with respect to alternative financing arrangements mutually acceptable to Terran Orbital and Tailwind Two.





Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including (i) by mutual written agreement of Tailwind Two and Terran Orbital, (ii) by Tailwind Two or Terran Orbital if any order is in effect or any law adopted that prohibits the consummation of the Business Combination, (iii) by Tailwind Two if the representations and warranties of Terran Orbital are not true and correct or if Terran Orbital fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by Terran Orbital if the representations and warranties of any of Tailwind Two or Merger Sub (each, a "Tailwind Two Party" and collectively, the "Tailwind Two Parties") are not true and correct or if any Tailwind Two Party fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (v) subject to certain limited exceptions, by either Tailwind Two or Terran Orbital if the Business Combination is not consummated by April 28, 2022, (vi) by either Tailwind Two or Terran Orbital if Tailwind Two fails to obtain certain required approvals from Tailwind . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Financing is incorporated by reference herein. The shares of New Terran Orbital Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption provided in Section 4(a)(2) thereof.





Additional Information

In connection with the proposed Business Combination, Tailwind Two intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of Tailwind Two (the "Registration Statement"), and after the Registration Statement is declared effective, Tailwind Two will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This communication does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Tailwind Two's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about Terran Orbital, Tailwind Two and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to shareholders of Tailwind Two as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website sec.gov or by directing a request to: Tailwind Two Acquisition Corp., 150 Greenwich Street, 29th Floor, New York, NY 10006.

Participants in the Solicitation

Tailwind Two and its directors and executive officers may be deemed participants in the solicitation of proxies from Tailwind Two's shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Tailwind Two is contained in Tailwind Two's final prospectus relating to its initial public offering dated March 8, 2021, which was filed with the SEC and is available free of charge at the SEC's web site at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the Business Combination when available.

Terran Orbital and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from Tailwind Two's shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement/prospectus for the Business Combination when available.





Forward-Looking Statements

This communication includes certain forward-looking statements, estimates, and projections provided by Terran Orbital that reflect management's views regarding the anticipated future financial and operating performance of Terran Orbital. Forward-looking statements are statements that are not historical, including statements regarding operational and financial plans, terms and performance of Terran Orbital and other projections or predictions of the future. Forward looking statements are typically identified by such words as "project," "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should," and "could" and similar expressions. Such statements, estimates, and projections reflect numerous assumptions concerning anticipated results. Forward-looking statements in this communication may include, for example; statements about Terran Orbital's industry and market sizes; future opportunities; expectations and projections concerning future financial and operational performance and results of Terran Orbital; and the Business Combination, including items such as the implied enterprise value, ownership structure, the amount of redemption requests made by Tailwind Two's shareholders, the ability of Tailwind Two to issue equity or equity-linked instruments in connection with the Business Combination or in the future, the likelihood and ability of the parties to successfully consummate the Business Combination, and those factors set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in Tailwind Two's final prospectus relating to its initial public offering dated March 8, 2021, and in subsequent filings with the SEC, including the proxy statement/prospectus relating to the Business Combination expected to be filed by Tailwind Two. As these assumptions may or may not prove to be correct and there are numerous factors which will affect Terran Orbital's actual results (many of which are beyond Terran Orbital's control), there can be no assurances that any projected results are attainable or will be realized. Terran Orbital and Tailwind Two disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise. Terran Orbital's actual results may differ materially from those set forth in this communication. Accordingly, no representations are made as to the accuracy, reasonableness or completeness of such statements, estimates, or projections.





No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer, nor a solicitation of an offer, of the sale or purchase of any securities, nor shall any securities of Terran Orbital or Tailwind Two be offered or sold, in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the SEC nor any state securities commission has approved or disapproved of the transactions contemplated hereby or determined if this communication is truthful or complete. Any representation to the contrary is a criminal offense. Nothing in this communication constitutes investment, tax or legal advice or a recommendation regarding any securities. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, must make your own decisions and perform your own independent investment and analysis of the Business Combination.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
 Number                                  Description
  2.1†       Agreement and Plan of Merger, dated as of October 28, 2021, by and
           among Tailwind Two Acquisition Corp., Titan Merger Sub, Inc. and Terran
           Orbital Corporation.
  10.1       Sponsor Agreement, dated as of October 28, 2021, by and among Tailwind
           Two Sponsor, LLC, certain other holders set forth on Schedule I thereto,
           Tailwind Two Acquisition Corp., and Terran Orbital Corporation.
  10.2       Form of Subscription Agreement.
  10.3       Form of Subscription Agreement (Insider PIPE Investor).
  10.4       Form of Terran Orbital Holder Support Agreement.
  10.5       Investor Rights Agreement, dated October 28, 2021, by and among Terran
           Orbital Corporation, Tailwind Two Acquisition Corp. and the other
           parties thereto.




†    Certain of the exhibits and schedules to this exhibit have been omitted in
     accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
     furnish supplementally a copy of all omitted exhibits and schedules to the

SEC upon its request.

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