Group of Concerned Co-Founders and Investors in Terran Orbital Send Letter to Board Outlining Immediate Actions Required to Protect and Maximize Stockholder Value - Seite 2

The full text of the letter follows. For additional information, please visit: www.llapvalue.com.

October 11, 2023

Terran Orbital Corporation
6800 Broken Sound Parkway NW, Suite 200
Boca Raton, FL 33487
Attention: Board of Directors

Re: Optimizing Long-Term Stockholder Value While Minimizing Risk

Dear Members of the Board of Directors,

Sophis Investments LLC, Roark’s Drift, LLC, Austin Williams, Roland Coelho, Jordi Puig-Suari and certain of their respective affiliates (collectively, the “Concerned Investor Group,” “we” or “our”) beneficially own, in the aggregate, 16,581,465 shares of common stock of Terran Orbital Corporation (“Terran” or the “Company”), representing approximately 8.4% of the shares of common stock outstanding. We write to you as aligned, long-term stockholders and experienced Aerospace & Defense investors seeking a constructive dialogue to protect and maximize the material value we believe is embedded within Terran. Jordi Puig-Suari, Roland Coelho and Austin Williams are Co-Founders of Tyvak Nano-Satellite Systems, Inc.’s (“Tyvak”), the Company’s primary operating subsidiary, and care deeply for Terran’s success today and for years to come.

Tyvak was founded in 2011 on the principles of innovation, integrity, and a relentless pursuit of excellence, establishing a reputation and culture for transforming the industry by executing never-been-done-before missions on timelines and budgets that radically increased industry capabilities. While we believe Tyvak’s significant competitive advantages developed over the last decade remain with the Company—including its industry-leading technical capabilities, flight heritage across a diverse set of missions and orbital regimes, market position, vertical integration, deep bench of highly dedicated and talented employees, low cost, and speed to market—the Company is operating from a position of weakness due to leadership missteps, lack of internal controls, poor corporate governance and a loss of credibility in the public markets.

Despite claiming an order backlog of more than $2.6 billion,¹ as of today, Terran’s stock has fallen approximately 94% since its March 2022 public market debut,² with the Company’s mistimed and poorly executed de-SPAC transaction leaving it in constant need of cash. In addition to being undercapitalized, Terran’s materially misaligned compensation incentives and its reckless “growth at all costs” philosophy have significantly harmed the business, resulting in a lack of trust by the market, an inability to raise money on favorable terms, and highly-dilutive follow-on share offerings. Stockholders have seen the value of their investment dwindle, and while we expect the Company can continue to win new contract awards over the near term, we do not believe that it can effectively scale towards profitability without addressing underlying strategic and operational issues.