Second Amendment to Master Equipment Financing Agreement, dated November 21, 2024, by and between Rocket Lab USA, Inc. and certain of its subsidiaries and Trinity Capital, Inc

AGREEMENT dated as of November 21, 2024 (this “Second Amendment”) is made by and among ROCKET LAB USA, INC., a Delaware corporation (“Parent”), and the other borrowers listed on Annex 1 hereto (collectively, the “Borrowers” and each, individually, a “Borrower”) and TRINITY CAPITAL INC., a Maryland corporation (“Lender” or “Trinity”).

WHEREAS, Borrowers and Lender are parties to that certain Master Equipment Financing Agreement dated December 29, 2023 (the “MEFA”), and the First Amendment thereto executed on October 17, 2024.

WHEREAS, Borrowers and Lender desire that the MEFA be amended to accommodate the modifications described herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, Borrowers and Lender agree as follows:

“CHIPS Equipment” means equipment that does not constitute Equipment under any Schedules financed by Trinity, which has been acquired or improved, in whole or in part, with proceeds of funding under CHIPS Incentives Program—Commercial Fabrication Facilities Notice of Funding Opportunity No. 2023-NIST-CHIPS-CFF-01 (as amended, supplemented, or otherwise modified from time to time), whether such CHIPS Equipment is existing or hereafter acquired (including all contracts, agreements and warranties with respect to such CHIPS Equipment), which shall include, but not be limited to, the “CHIPS Equipment” in part (c) of Annex A to the First Amendment.