Terran Orbital SPAC Presentation Deck

Risk Factors The risks presented below are certain of the general risks related to the Company's business, industry and ownership structure and are not exhaustive. The list below is qualified in its entirety by disclosures contained in future filings by the Company, or by third parties with respect to the Company, with the United States Securities and Exchange Commission ("SEC"). These risks speak only as of the date of this presentation and neither Tailwind nor the Company makes any commitment to update such disclosure. The risks highlighted in future filings with the SEC may differ significantly from, and will be more extensive than, those presented below. The conditions for the availability of borrowings under the New Term Loan Facility, including the conditions for the Delayed Draw Loans, may not be satisfied. In addition, the consent of Francisco Partners may be required for borrowings under the New Term Loan Facility in certain circumstances. The Company is an early-stage company with a history of losses and may never become profitable. The Company's operating and financial results forecast relies in large part upon assumptions and analyses that it has developed. If these assumptions or analyses prove to be incorrect, the Company's actual operating and financial results may be significantly below its forecasts. The Company has a limited operating history and operates in a rapidly evolving industry, which makes it difficult to evaluate its business and future prospects and increases the risk of your investment. ● ● ● ● ● ● ● ● The Company will incur significant expenses and capital expenditures in the future to execute its business plans, including the development of its Earth Observation constellation, and it may be not be able to adequately control its expenses. The Company relies on contracts with US government entities for a substantial portion of its revenues, and its business with various governmental entities is concentrated in a small number of primary contracts. The loss or reduction in scope of any one of its primary contracts would materially reduce its revenue. Government customers subject the Company to risks including early termination, audits, investigations, sanctions and penalties. Lockheed Martin Corporation ("Lockheed Martin") accounts for a substantial portion of the Company's revenue and the Company has entered into a number of transactions with Lockheed Martin, including a strategic cooperation agreement. If Lockheed Martin changes its business strategy or reduces its demand for the Company's products and services, the Company's business, prospects, operating results and financial condition could be adversely effected. The Company may need additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and there can be no assurance that additional financing will be available, which could limit the Company's ability to grow and jeopardize the Company's ability to continue its business operations. The Company's Earth Observation constellation is in development and may not be completed on time or at all and the costs associated with it may be greater than expected. Rapid and significant technological changes could render the Company's Earth Observation constellation obsolete and impair its ability to compete. The Company is highly dependent on the services of Marc Bell, its co-founder and Chief Executive Officer, and Tony Previte, its co-founder and Chief Strategy Officer and Executive Vice President, and if the Company is unable to retain Mr. Bell and Mr. Previte, attract and retain key employees and hire qualified management, technical and engineering personnel, its ability to compete could be harmed. A failure to successfully develop and manage the Company's proposed manufacturing facility could harm its business, financial condition and results of operations. If the Company fails to manage its future growth effectively, its business, prospects, operating results and financial condition may be materially adversely effected. The Company relies on third parties for a supply of equipment, satellite components and other services. The Company and its suppliers rely on complex systems and components, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. The Company may be negatively affected by global economic conditions. The ongoing COVID-19 pandemic may disrupt the Company's operations, including its ability to successfully complete the research and development of its Earth Observation constellation on a timely basis. The Company may not be able to launch its satellites successfully. Loss of a satellite during launch could cause significant danger on the ground and could delay or impair the Company's ability to offer its services or reduce its expected potential revenues, and launch insurance, even if it is available, will not fully cover these risks. The Company's solutions could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies, regulatory compliance issues, or events outside of its control, which would harm its business and reputation. The Company's satellites have a limited life and may fail prematurely, which would materially and adversely affect its business, prospects and potential profitability. The Company's business may be adversely affected if it is unable to protect its intellectual property rights from unauthorized use by third parties. The Company's customized hardware and software may be difficult and expensive to service, upgrade or replace. The Company's networks and those of its third-party service providers may be vulnerable to security risks. The Company's satellites may collide with space debris or another spacecraft, which could adversely affect its ability to provide its satellite solutions and mission solutions. Operation of satellites involves a degree of inherent risk. The Company could suffer significant reputational harm to its businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs stemming from any accident involving its satellite and mission solutions. The Company's business is subject to extensive government regulation, which mandates how it may operate its business and may increase the cost of providing services and expansion into new markets, and is subject to changes in regulatory requirements and other applicable laws. The Company may become involved in or subject to litigation, including securities class action or derivative litigation, or investigations by the SEC or other regulatory authorities relating to the proposed business combination. The Company identified material weaknesses in its internal control over financial reporting. If Terran is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, its business could be adversely affected. The Company's business could be impacted by the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed, or are subject to unanticipated conditions that could adversely affect the combined company or the expect ed benefits of the proposed business combination or that the approval of the shareholders of Tailwind is not obtained. If the business combination benefits do not meet the expectations of investors or securities analysts, the market price of Tailwind's securities or, following the closing, the combined entity's securities, may decline. TERRAN ORBITAL 35