Preview
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024
NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024
Exhibit 18
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024
NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024
Andrew Schwartz
From: Marc Bell
Sent: Friday, March 8, 2024 1:48 PM
; ary Ho rt
Mathieu Riffel; Matthew Sant; Martin Attiq; Margo de Naray; Axel Martinez; Matthew Gann; Fiona
Marchisi
Subject RE: [Ext] Congrats
Chris,
Ok. Trying so hard not to laugh. First, you write mea demand letter, then Margo issues a stop work order, and you are
another?"
surprised I didn't say "Thank you, may I have lol.
And to make matters even more ridiculous, YOUKEEPCOPYINGDEREK!
Like he really wants to read all of this. If he wants drama, he can watch The Real Housewives (Miami is still my favorite,
with Orange County and New York a tie for second). As you know, there is nothing real about it. I've been on it; it's so
scripted, and it's sad but Jenn thought it was fun.
Weare not that demanding, and $7.9 million goes a long way in this world despite the rising interest rate environment
we are in.But that's for another day.
Margo you stopped work. You guys need to coordinate
said better. But happy to hear you are recinding that and you are
working on getting our propulsion units built.
As far as who I
pay, it's all about return on investment. Showus you have our products built, and ready for delivery and I
will personally deliver a check and even buy you dinner at Gary Danko (I know only one Michelin Star, but one of my
favorites, Benu I heard is awesomethough) as a bonus.
For now we don't even know if you will close on going private or if you are going to be fully funded. Those are real risks
and not insurmountable.
I truly want you to succeed, please don't get mewrong, but not with us risking more money. You can finance our
purchase order, finish building our engines and we will happy pay you or the finance company directly. Easy.
Have a great weekend. Let's touch base Monday.
Best,
Marc
From: Chris C. Kemp
Sent: Friday, March 8, 2024 4:23 PM
To: Marc Bell
Cc: Tony Gingiss
; Wahid Azizpor ; James Black
; Andrew Schwartz ; Andrew Toache
; Gary Hobart
1
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024
NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024
; Mathieu Riffel ; Matthew Sant
; Martin Attiq ; Margo de Naray ; Axel Martinez
Subject: Re: [Ext] Congrats
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Marc ‐
Threatening litigation is not helpful.
Part of the reason that Astra is in this financial condition is because we have been subsidizing programs like
yours where Terran issues a constant stream of changes, demands unnecessary and additional work,
consumes our engineering resources and yet refuses to pay for any of it.
The contact payment milestones under our original contract are fair but irrelevant, the fact is that we
performed additional work on the feed system as directed by you in good faith and Terran has refused to
finalize or pay for the change order, while continuing to add new requirements.
To be clear, we have not stopped work but we are demanding to be paid the $2.74M for the change order or
else we will have no choice but to stop work.
Your team has asked us to identify a payment deadline, so let me suggest Wednesday, March 13th. You asked
me how you could support Astra and I told you – Terran needs to pay us for our services. If you’d rather pay
Quinn, that’s your choice.
Best,
Chris
From: Marc Bell
Sent: Friday, March 8, 2024 12:50 PM
To: Chris C. Kemp
Cc: >; Tony Gingiss
; Wahid Azizpor ; James Black
; Andrew Schwartz ; Andrew Toache
;
Gary Hobart ;
Mathieu Riffel
Subject: RE: [Ext] Congrats
Chris,
I guess I should have written a shorter note. I just heard we got a call from Margo saying you issued a stop work order. I
am more than happy to introduce you to my outside litigation counsel https://www.quinnemanuel.com/ They are
awesome, and they never lose. I highly recommend you rescind that order, or I feel closing on your take private
2
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024
NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024
transaction may become just a dream that won’t come true. (bit brass tactics here, but sadly necessary, I always want to
be the nice guy, but when pushed we do push back VERY HARD).
You have till 5 pm PT to rescind it and get back to work.
Have a great day!
Marc
From: Marc Bell
Sent: Friday, March 8, 2024 3:44 PM
To: Chris C. Kemp
Cc: Tony Gingiss
; Wahid Azizpor ; James Black
; Andrew Schwartz ; Andrew Toache
;
Subject: RE: [Ext] Congrats
Chris,
We would be delighted to see all the progress you have made. We’ve paid you $7.9M so far (75% of base contract, 58%
of contract with mod), which is well beyond what your cost of goods likely is, and have received no one piece of flight
hardware. I am happy to fly a group up to Sunnyvale Monday to see all the completed units waiting for shipping. If they
are all there we would be more than happy to pay. Let me know who my team should coordinate with to make the visit.
Just as a reminder, you never signed the modification with the agreed‐upon terms.
Just as a reminder for the $2.74M you originally asked for:
50% upfront
25% on the first subsystem delivery
25% on the last subsystem delivery
When you started to show significant schedule delay in 3Q and we asked for language in the mod to provide assurances
(inventory of parts to our program, escrow of materials already built, etc.) you refused and only offered to do “internal
allocation” for a $750K fee.
After much back and forth on T&C we removed much of the “assurance language” ask and offered you a final contract
mod with: $250K upon signing mod
Pro‐rated remainder based on deliveries (which they have made none)
Just as a reminder you never signed our version. You only sent us a version that said, “pay all up front”.
You should be using the money we have paid you to build our propulsion systems but I gather that money went
elsewhere. I believe you have raised enough money to go private and have a few months of runway of cash after that.
We have paid you millions of dollars and sadly have nothing to show. We have a schedule that is VERY important to us,
and you are way behind schedule.
My advice to you as your friend was to dump the rocket business, cut your payroll down to propulsion, and build a
business from there. Your cash burn is just not sustainable for the long term. We both know this. Better to save one part
of your company than none.
3
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024
NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024
The litigation demand letter you just sent today, for a document we didn’t sign wasn’t appreciated. I understand you are
desperate, but that isn’t a way to conduct business. I assume you informed your new investors that you will spend
millions of dollars litigating this over the next few years. I can always ask Shervin. I think he would find this all very
surprising but I won’t out of respect to you. I don’t want to mess with your deal, I want you to succeed, but not off our
backs.
A better way to have approached this was to pick up the phone and have a pleasant conversation, as we have had many
over the past few months. But these constant threatening messages to Lockheed Martin’s customer is completely
unacceptable and inappropriate. Martin made the mistake last time, and you are following his direction, which is ill‐
fated. You are not Blackstone, you are a company on the verge of bankruptcy. I told you before his brass tacks approach
works great on Wall Street, but it’s doing you a disservice in this industry. You catch more flys with honey than vinegar,
my mom always said.
As I am a shareholder of Astra, I think spending money on litigation is a lousy business. Just saying.
Let’s be smart here and work towards a solution now and a path for long‐term business down the road.
Rising tides raise all ships. We want your ship to sail for many years to come.
Best,
Marc
From: Chris C. Kemp
Sent: Friday, March 8, 2024 1:52 PM
To: Marc Bell
Cc: Tony Gingiss
; Wahid Azizpor
Subject: Re: [Ext] Congrats
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Thank you, Marc. We are grateful for your support and are committed to your success as well.
The most helpful thing you can do is finalize and pay the $2.74M Directed Change Order issued to Astra in July
of last year, for which we have completed substantially all work.
Best,
Chris
From: Marc Bell
Sent: Thursday, February 29, 2024 4:56 PM
To: Chris C. Kemp
Cc: Tony Gingiss
4
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024
NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024
; Wahid Azizpor
Subject: [Ext] Congrats
Chris,
I heard from HL that you may have found funding. My offer still stands to try and help you fabricate anything I can to
help assist you make schedule. We all want to see you succeed.
Best,
Marc
Marc Bell .
"E
marc.bell@terranorbital.com 37eo
Mobile: +1 (561) 445‐4490
Work: +1 (561) 988‐1701
®
NYSE MOST
lnFLUMTIAL
GOMPAMlds
6800 Broken Sound Pkwy NW www.terranorbital.com
Boca Raton, FL 33487
This e‐mail message and any attachments are intended solely for the specified addressee(s) and may be
confidential, proprietary, privileged, and/or U.S. export controlled. If you are not the intended recipient, you
are hereby notified that any use, disclosure, distribution, copying, or storage of this message or its
attachments is strictly prohibited. Please immediately notify the sender by return e‐mail and delete this
message and any attachments.
CAUTION: This email originated from outside the organization. Do not trust the identity of the sender, the safety of any links, or any
attachments unless you know the content is safe.
This e‐mail message and any attachments are intended solely for the specified addressee(s) and may be
confidential, proprietary, privileged, and/or U.S. export controlled. If you are not the intended recipient, you
are hereby notified that any use, disclosure, distribution, copying, or storage of this message or its
attachments is strictly prohibited. Please immediately notify the sender by return e‐mail and delete this
message and any attachments.
5
Preview
FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024 Exhibit 18 FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024 Andrew Schwartz From: Marc Bell Sent: Friday, March 8, 2024 1:48 PM ; ary Ho rt Mathieu Riffel; Matthew Sant; Martin Attiq; Margo de Naray; Axel Martinez; Matthew Gann; Fiona Marchisi Subject RE: [Ext] Congrats Chris, Ok. Trying so hard not to laugh. First, you write mea demand letter, then Margo issues a stop work order, and you are another?" surprised I didn't say "Thank you, may I have lol. And to make matters even more ridiculous, YOUKEEPCOPYINGDEREK! Like he really wants to read all of this. If he wants drama, he can watch The Real Housewives (Miami is still my favorite, with Orange County and New York a tie for second). As you know, there is nothing real about it. I've been on it; it's so scripted, and it's sad but Jenn thought it was fun. Weare not that demanding, and $7.9 million goes a long way in this world despite the rising interest rate environment we are in.But that's for another day. Margo you stopped work. You guys need to coordinate said better. But happy to hear you are recinding that and you are working on getting our propulsion units built. As far as who I pay, it's all about return on investment. Showus you have our products built, and ready for delivery and I will personally deliver a check and even buy you dinner at Gary Danko (I know only one Michelin Star, but one of my favorites, Benu I heard is awesomethough) as a bonus. For now we don't even know if you will close on going private or if you are going to be fully funded. Those are real risks and not insurmountable. I truly want you to succeed, please don't get mewrong, but not with us risking more money. You can finance our purchase order, finish building our engines and we will happy pay you or the finance company directly. Easy. Have a great weekend. Let's touch base Monday. Best, Marc From: Chris C. Kemp Sent: Friday, March 8, 2024 4:23 PM To: Marc Bell Cc: Tony Gingiss ; Wahid Azizpor ; James Black ; Andrew Schwartz ; Andrew Toache ; Gary Hobart 1 FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024 ; Mathieu Riffel ; Matthew Sant ; Martin Attiq ; Margo de Naray ; Axel Martinez Subject: Re: [Ext] Congrats CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Marc ‐ Threatening litigation is not helpful. Part of the reason that Astra is in this financial condition is because we have been subsidizing programs like yours where Terran issues a constant stream of changes, demands unnecessary and additional work, consumes our engineering resources and yet refuses to pay for any of it. The contact payment milestones under our original contract are fair but irrelevant, the fact is that we performed additional work on the feed system as directed by you in good faith and Terran has refused to finalize or pay for the change order, while continuing to add new requirements. To be clear, we have not stopped work but we are demanding to be paid the $2.74M for the change order or else we will have no choice but to stop work. Your team has asked us to identify a payment deadline, so let me suggest Wednesday, March 13th. You asked me how you could support Astra and I told you – Terran needs to pay us for our services. If you’d rather pay Quinn, that’s your choice. Best, Chris From: Marc Bell Sent: Friday, March 8, 2024 12:50 PM To: Chris C. Kemp Cc: >; Tony Gingiss ; Wahid Azizpor ; James Black ; Andrew Schwartz ; Andrew Toache ; Gary Hobart ; Mathieu Riffel Subject: RE: [Ext] Congrats Chris, I guess I should have written a shorter note. I just heard we got a call from Margo saying you issued a stop work order. I am more than happy to introduce you to my outside litigation counsel https://www.quinnemanuel.com/ They are awesome, and they never lose. I highly recommend you rescind that order, or I feel closing on your take private 2 FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024 transaction may become just a dream that won’t come true. (bit brass tactics here, but sadly necessary, I always want to be the nice guy, but when pushed we do push back VERY HARD). You have till 5 pm PT to rescind it and get back to work. Have a great day! Marc From: Marc Bell Sent: Friday, March 8, 2024 3:44 PM To: Chris C. Kemp Cc: Tony Gingiss ; Wahid Azizpor ; James Black ; Andrew Schwartz ; Andrew Toache ; Subject: RE: [Ext] Congrats Chris, We would be delighted to see all the progress you have made. We’ve paid you $7.9M so far (75% of base contract, 58% of contract with mod), which is well beyond what your cost of goods likely is, and have received no one piece of flight hardware. I am happy to fly a group up to Sunnyvale Monday to see all the completed units waiting for shipping. If they are all there we would be more than happy to pay. Let me know who my team should coordinate with to make the visit. Just as a reminder, you never signed the modification with the agreed‐upon terms. Just as a reminder for the $2.74M you originally asked for: 50% upfront 25% on the first subsystem delivery 25% on the last subsystem delivery When you started to show significant schedule delay in 3Q and we asked for language in the mod to provide assurances (inventory of parts to our program, escrow of materials already built, etc.) you refused and only offered to do “internal allocation” for a $750K fee. After much back and forth on T&C we removed much of the “assurance language” ask and offered you a final contract mod with: $250K upon signing mod Pro‐rated remainder based on deliveries (which they have made none) Just as a reminder you never signed our version. You only sent us a version that said, “pay all up front”. You should be using the money we have paid you to build our propulsion systems but I gather that money went elsewhere. I believe you have raised enough money to go private and have a few months of runway of cash after that. We have paid you millions of dollars and sadly have nothing to show. We have a schedule that is VERY important to us, and you are way behind schedule. My advice to you as your friend was to dump the rocket business, cut your payroll down to propulsion, and build a business from there. Your cash burn is just not sustainable for the long term. We both know this. Better to save one part of your company than none. 3 FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024 The litigation demand letter you just sent today, for a document we didn’t sign wasn’t appreciated. I understand you are desperate, but that isn’t a way to conduct business. I assume you informed your new investors that you will spend millions of dollars litigating this over the next few years. I can always ask Shervin. I think he would find this all very surprising but I won’t out of respect to you. I don’t want to mess with your deal, I want you to succeed, but not off our backs. A better way to have approached this was to pick up the phone and have a pleasant conversation, as we have had many over the past few months. But these constant threatening messages to Lockheed Martin’s customer is completely unacceptable and inappropriate. Martin made the mistake last time, and you are following his direction, which is ill‐ fated. You are not Blackstone, you are a company on the verge of bankruptcy. I told you before his brass tacks approach works great on Wall Street, but it’s doing you a disservice in this industry. You catch more flys with honey than vinegar, my mom always said. As I am a shareholder of Astra, I think spending money on litigation is a lousy business. Just saying. Let’s be smart here and work towards a solution now and a path for long‐term business down the road. Rising tides raise all ships. We want your ship to sail for many years to come. Best, Marc From: Chris C. Kemp Sent: Friday, March 8, 2024 1:52 PM To: Marc Bell Cc: Tony Gingiss ; Wahid Azizpor Subject: Re: [Ext] Congrats CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thank you, Marc. We are grateful for your support and are committed to your success as well. The most helpful thing you can do is finalize and pay the $2.74M Directed Change Order issued to Astra in July of last year, for which we have completed substantially all work. Best, Chris From: Marc Bell Sent: Thursday, February 29, 2024 4:56 PM To: Chris C. Kemp Cc: Tony Gingiss 4 FILED: NEW YORK COUNTY CLERK 06/12/2024 09:02 AM INDEX NO. 652977/2024 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 06/12/2024 ; Wahid Azizpor Subject: [Ext] Congrats Chris, I heard from HL that you may have found funding. My offer still stands to try and help you fabricate anything I can to help assist you make schedule. We all want to see you succeed. Best, Marc Marc Bell . "E marc.bell@terranorbital.com 37eo Mobile: +1 (561) 445‐4490 Work: +1 (561) 988‐1701 ® NYSE MOST lnFLUMTIAL GOMPAMlds 6800 Broken Sound Pkwy NW www.terranorbital.com Boca Raton, FL 33487 This e‐mail message and any attachments are intended solely for the specified addressee(s) and may be confidential, proprietary, privileged, and/or U.S. export controlled. If you are not the intended recipient, you are hereby notified that any use, disclosure, distribution, copying, or storage of this message or its attachments is strictly prohibited. Please immediately notify the sender by return e‐mail and delete this message and any attachments. CAUTION: This email originated from outside the organization. Do not trust the identity of the sender, the safety of any links, or any attachments unless you know the content is safe. This e‐mail message and any attachments are intended solely for the specified addressee(s) and may be confidential, proprietary, privileged, and/or U.S. export controlled. If you are not the intended recipient, you are hereby notified that any use, disclosure, distribution, copying, or storage of this message or its attachments is strictly prohibited. Please immediately notify the sender by return e‐mail and delete this message and any attachments. 5