RKLB · Rocket Lab Corp

Governmental authorities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the Iridium Transaction, and such conditions, terms, obligations or restrictions may delay completion of the Iridium Transaction or impose additional material costs on, or materially limit the revenues of, Rocket Lab following the completion of the Iridium Transaction. There can be no assurance that governmental authorities will not impose any such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the Iridium Transaction. At any time before or after consummation of the Iridium Transaction, notwithstanding any termination or expiration of the applicable waiting period under the HSR Act, the Federal Trade Commission, the U.S. Department of Justice or any state attorney general could take such action under the U.S. antitrust laws as it deems necessary or desirable in the public interest, including seeking (i) to enjoin the completion of the Iridium Transaction, (ii) to require the divestiture of substantial assets of or Iridium or our or their respective subsidiaries, (iii) to require the parties to license rights, hold separate assets, terminate existing relationships and contractual rights, grant certain rights or commercial accommodations to third parties, or agree to other restrictions limiting the freedom of action of the parties and their respective affiliates, or (iv) to require any other changes or restructuring of the parties and their respective affiliates. Private parties also may bring legal actions under the U.S. antitrust laws under certain circumstances, notwithstanding any termination or expiration of the applicable waiting periods under the HSR Act, seeking similar relief or seeking conditions to the completion of the Iridium Transaction. Neither we nor Iridium can be certain that a challenge to the Iridium Transaction on antitrust grounds will not be made or, if such a challenge is made, what the result will be. We will not be obligated to complete the Iridium Transaction if a non-appealable order prohibiting the Iridium Transaction is in effect, or if the Iridium Transaction has not been completed by the end date (as it may be extended).