Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Settlement Agreement and Release of Claims

As previously disclosed by Terran Orbital Corporation, a Delaware corporation ("Terran" or the "Company"), in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 6, 2024 (the "Prior 8-K"), the Company entered into a settlement agreement and release of claims on February 4, 2024 (the "Sophis Settlement Agreement") with an investor group comprised of Austin Williams, Roland Coelho, Joseph Roos, Roark's Drift, LLC, Jordi Puig-Suari, Sophis Investments LLC, Sophis GP LLC and Tassos Recachinas (collectively, the "Sophis Group").

On October 25, 2024 (the "Effective Date"), the Company entered into an Amendment to the Sophis Settlement Agreement (the "Sophis Settlement Agreement Amendment"), by and among the Company and each party in the Sophis Group. Pursuant to the Sophis Settlement Agreement Amendment, each party in the Sophis Group agreed to release any claims against the Company, and the Company agreed to release any claims against each party in the Sophis Group, in any event arising on or before the Effective Date.

As consideration for entering into the Sophis Settlement Agreement Amendment, the Company agreed to remit $1,000,000 to the Sophis Group within twenty-one (21) days after the Effective Date for (i) the negotiation and execution of the Sophis Settlement Agreement Amendment; (ii) the enforcement of the Sophis Settlement Agreement; and (iii) the resolution of any other disputes between the Company and the Sophis Group arising from February 4, 2024 to the Effective Date.

The foregoing descriptions of the Sophis Settlement Agreement Amendment and the Sophis Settlement Agreement are qualified by reference to the full text of the Sophis Settlement Agreement Amendment and the Sophis Settlement Agreement, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and Exhibit 10.1to the Prior 8-K, respectively, and are incorporated herein by reference.