Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
This Settlement Agreement and Release of Claims (the “Agreement”) is entered into and made effective as of February 4, 2024 (the “Effective Date”) by and between Terran Orbital Corporation (together with its subsidiaries, “Terran Orbital” or the “Company”) and Austin Williams, Roland Coelho, Joseph Roos, Roark’s Drift, LLC, Jordi Puig-Suari, Sophis Investments LLC, Sophis GP LLC, and Tassos Recachinas (Sophis Investments LLC, Sophis GP LLC and Mr. Recachinas, “Sophis,” and together with Roark’s Drift and Messrs. Williams, Coelho, Roos and Puig-Suari, the “Sophis Group”). The parties to this Agreement may be referred to herein as a “Party,” or collectively, the “Parties.”
WHEREAS, on October 6, 2024, the Sophis Group Parties entered into a Group Agreement whereby they agreed to form a group for the purpose of, among other things, working together to enhance stockholder value at the Company, including seeking to influence the affairs or control of the Company (the “Group Agreement”);
WHEREAS, beginning on October 11, 2023, the Sophis Group sent various communications to the Board of Directors of the Company (the “Board”) and issued press releases calling on the Board to separate the roles of CEO and Chairman, install a new CEO, implement other corporate governance practices and conduct a strategic review process;
WHEREAS, on October 12, 2023, the Sophis Group filed a Schedule 13D with the United States Securities and Exchange Commission (the “SEC”) and amendments thereto (as amended, the “Schedule 13D”);
WHEREAS, the Sophis Group Parties and the Company desire to come to an agreement with respect to certain matters as provided in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of this Section 3 shall not be deemed to restrict the Restricted Persons from: (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3 or Section 10 nor made with an intent to circumvent any of the restrictions listed in this Section 3, (iii) taking any action or making any public disclosure necessary to comply with any legal process, or (iv) taking any actions required by the terms of those certain Investment Advisory Agreements, dated October 4, 2023, between each of Roark’s Drift LLC, and Messrs. Coelho, Puig-Suari and Williams on the one hand, and Sophis Investments LLC, on the other hand, so long as such action would not otherwise be in violation of the terms of this Section 3.
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A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
The Parties hereby waive and relinquish all rights and benefits that they have under Section 1542 of the California Civil Code, or the law of any other country, territory, state or jurisdiction, or common law principle, to the same or similar effect.
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If to the Company:
Terran Orbital Corporation
6800 Broken Sound Parkway, Suite 200
Boca Raton, FL 33487
Attention: General Counsel
Email: legal2017@terranorbital.com
James Black, General Counsel, james.black@terranorbital.com
If to the Sophis Group Parties:
Sophis Investments LLC
250 Park Avenue, 7th Floor
New York, New York 10177
Attention: Tassos Rechachinas
Email: tassos@sophisinvestments.com
with a copy (which shall not constitute notice) to:
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Attention: Andrew Freedman
Ian Engoron
Email: AFreedman@olshanlaw.com
IEngoron@olshanlaw.com
At any time, any party may, by notice given in accordance with this section to the other party, provide updated information for notices under this Agreement.
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[signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.
TERRAN ORBITAL CORPORATION
By: /s/ Marc Bell
Name: Marc Bell
Title: Chairman and Chief Executive Officer
SOPHIS INVESTMENTS LLC
By: /s/ Tassos Racachinas
Name: Tassos Recachinas
Title: Managing Member
SOPHIS GP LLC
By: /s/ Tassos Racachinas
Name: Tassos Recachinas
Title: Managing Member
AUSTIN WILLIAMS
By: /s/ Austin Williams
ROLAND COELHO
By: /s/ Roland Coelho
JORDI PUIG-SUARI
By: /s/ Jordi Puig-Suari
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ROARK’S DRIFT, LLC
By: By: /s/ Joseph Roos
Name: Joseph Roos
Title: Managing Member
JOSEPH M. ROOS
By: /s/ Joesph Roos
TASSOS D. RECACHINAS
By: /s/ Tassos Racachinas
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Exhibit A
Press Release
Terran Orbital Announces Agreement with Shareholder Group
BOCA RATON, FL, Feb. 5, 2024 – Terran Orbital Corporation (NYSE: LLAP) (“Terran Orbital” or the “Company”), a global leader in satellite-based solutions primarily serving the aerospace and defense industries, today announced that it has entered into an agreement with the investor group comprised of Sophis Investments LLC, Sophis GP LLC, Tassos Recachinas, Roark’s Drift, LLC, Joseph Roos, Jordi Puig-Suari, Roland Coelho and Austin Williams (collectively, the “Investor Group”).
Marc Bell, the Company’s Chairman and CEO, said, “Company management and the Board of Directors take shareholder feedback seriously. We have had a very constructive dialogue with the Investor Group and appreciate their input toward achieving our shared goal of driving shareholder value. We are pleased to have come to an agreement and look forward to furthering our constructive relationship with the Investor Group.”
Tassos Recachinas, President and Chief Investment Officer of Sophis Investments, stated, “We are pleased that we have aligned with Terran Orbital’s management team and Board and appreciate the Company’s commitment to driving value enhancing initiatives in the best interest of all stockholders. We also appreciate the constructive relationship we have developed with the Company and look forward to working with the Board, including filling the currently vacant Board seat, as the Company moves forward on its strategic initiatives.”
Austin Williams, a member of the Investor Group, said, “I am very pleased to see the direction the company is going in and look forward to its continued success. Terran Orbital’s satellite platforms are actively performing missions across commercial, civil and military domains, while operating in LEO, GEO, and around the Moon. I believe the company is well positioned to scale its manufacturing of flight proven technology to meet the needs of its growing and diverse customer base.”
Joseph Roos, a Terran Orbital investor and member of the Investor Group, added, “I am confident in the direction of the Company, which includes diversifying its pipeline, improving financial controls, exploring value enhancing measures, and working towards profitable growth.”
Under the terms of the Agreement, the Company’s Board of Directors (the “Board”) in consultation with the Investor Group has agreed to identify and appoint an independent director to fill its vacant seat caused by the passing of Anthony Previte, reflecting the Company’s continual efforts to enhance stockholder value and corporate governance practices. The Company remains committed to exploring a number of value creating initiatives as part of its ongoing strategic review process, including those related to the Company’s operations, financial performance (including potential opportunities for cost reduction), and corporate governance, among others.
In connection with the Agreement, the parties have also agreed to customary standstill, voting and other commitments.
About Terran Orbital
Terran Orbital is a leading manufacturer of satellite products primarily serving the aerospace and defense industries. Terran Orbital provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and on-orbit support to meet the needs of the most demanding military, civil, and commercial customers. Learn more at www.terranorbital.com.
Contacts
Public Relations
Juliana Johnson
pr@terranorbital.com
949-508-6404
Investor Relations
Jonathan Siegmann
ir@terranorbital.com
949-202-8476