Employment Agreement, dated September 9, 2013, between Rocket Lab Limited and Shaun ODonnell, as updated on August 21, 2014

Position and Duties

Your duties will be as outlined in Schedule One. Varying work requirements may mean a change of duties from time to time and you will be consulted before any substantial changes are made. Your full duties under this agreement include any work that is incidental to your normal duties, where it is carried out as part of our business and we believe you have the skills to do it.

You are required to follow any work rules, policies or procedures set by us which we may amend from time to time following consultation with you.

The position is based in Auckland.

Normal hours of work are as outlined in Schedule One. Note that additional hours may need to be worked from time to time.

Remuneration

Holidays

We will observe public holidays and provide annual leave in accordance with the Holidays Act 2003 and its amendments.

Due to the nature of our business you may be required to work on a public holiday. In this case, you will be paid time and a half of your relevant hourly rate for any hours worked on the day. Where the public holiday falls on a day that would otherwise be a normal working day, a paid day in lieu will be able to be taken at a mutually agreed time.

You are entitled to four weeks annual holidays.

Holidays may be taken in the 12-month period following the date at which you commenced employment. This date will be your holiday anniversary date. Unused accumulated holidays may be carried forward.

You will be entitled to unpaid leave as outlined in Schedule One.

Sick Leave

We will provide paid sick leave in accordance with the Holidays Act 2003 and its amendments. After the first six months of continuous employment, you will be entitled to five paid days off work per year in the event of personal sickness or injury (or that of a dependent family member), and any unused entitlement may accrue for up to three years, providing a maximum entitlement of 20 days. Your sick leave anniversary date will be calculated annually from the date you commenced employment.

In addition to the 5 days statutory sick leave Rocket Lab will offer three additional sick leave days per year on a discretionary basis. These three days do not accumulate each year, and will only be used if the employee has taken their entire entitlement of sick leave.

Although you are not entitled to sick leave until you have had six months of continuous employment, Rocket Lab will pay you for sick leave during this period. If you decide to leave within the first six months, any payment for sick days taken will be deducted from your final salary.

After the first two calendar days of absence due to sickness or injury you are required to provide us with a medical certificate at your expense.

Where you or a dependent family member becomes sick or injured during an annual holiday, this will be treated as annual leave.

Where you have no paid sick leave available, any agreement regarding your use of anticipated sick leave or annual leave will be entirely at our discretion.

You will notify us of any absence due to sick leave as soon as practicable, preferably before you are due to start work.

Bereavement Leave

We will provide paid bereavement leave in accordance with the Holidays Act 2003 and its amendments. After the first six months of continuous employment, you will be entitled to three days off work on pay in the event of the death of an immediate family member.

At our discretion you may also be granted up to one day off work on pay in the event of the death of someone outside your immediate family, if we accept that you have suffered bereavement.

Where you suffer bereavement during an annual holiday, this will be treated as bereavement leave.

Where you require more bereavement leave than your entitlement, any agreement regarding your use of annual leave will be entirely at our discretion.

Conflict of Interest

Confidentiality

During the course of your employment with us, you may receive and handle knowledge and information relating to our business that is considered to be Confidential Information.

In this agreement, “Confidential Information” means (at a minimum) any knowledge, data and information that you become aware of through your employment with us, and includes (but is not limited to):

all proprietary, financial, technical, industrial and commercially sensitive information concerning our business operations, activities, customers, suppliers or other persons with whom it deals (whether information is originally generated by you, us, or a third party);

security arrangements, codes and passwords;

formulations, processes, discoveries, technologies, inventions, specialised knowledge, customer lists, supplier and vendor lists, business records, project records, ideas, systems, reports, methods, manuals, procedures, protocols, forecasts, technology and techniques, correspondence, business strategies, intentions or practices of our business (whether patentable or otherwise capable of protection at law);

all other commercially sensitive or valuable information which may be disclosed by us during your employment, and whether or not made, developed and/or during your employment;

all Intellectual Property (defined below); and

all other information that a reasonable person acting prudently would consider to be of a confidential nature.

At all times, both during the term of this agreement and after its termination, you shall (other than in the course of fulfilling your duties under this agreement) hold all Confidential Information in confidence and shall not, either directly or indirectly:

use or disclose any Confidential Information other than to the extend necessary to carry out this agreement, or as required by law to be disclosed;

remove, disclose or copy any Confidential Information without our express approval;

use any Confidential Information, or information gained through your employment, for your own benefit or for the benefit of any third party or organisation; or

use or attempt to use any Confidential Information in any manner, which may directly or indirectly injure or cause loss (whether directly or indirectly) to our business.

At all times, you will use your best endeavors to prevent any intentional or unintentional disclosures (by any means) of Confidential Information to any other person or organization that is not authorized to receive the Confidential Information.

Intellectual Property

For the purpose of this agreement, “Intellectual Property” includes, without limitation, all discoveries, inventions, patents, designs, research, copyrights, moral rights, database rights, know-how, trade marks, business names, trade names, service marks, domain names, layout designs, test procedures, results, formulas, techniques, technology, products, data, trade secrets, Confidential Information (as defined above), software (including, without limitation, (in source and object codes) and any similar rights in any part of the world, including any registration of such rights and applications for such registrations.

You agree that:

all our Intellectual Property is and shall remain the sole and exclusive property of Rocket Lab Limited, and that you do not have or require by reason of our employment, any right or interest arising from or relating to the Intellectual Property;

any creation, improvements, modifications, variations or enhancements to Intellectual Property related to the specific field of aerospace engineering created by you in the course of your employment (“New Intellectual Property”) shall be owned solely and exclusively by Rocket Lab Limited, and you hereby assign to Rocket Lab Limited any right, title and interest in and to the New Intellectual Property;

you shall immediately advise us (prior to executing this agreement) of any Intellectual Property belonging to you or a third party which may be used in the course of your employment;

that Rocket Lab Limited shall have an irrevocable, royalty-free license to use any Intellectual Property belonging to you which you use in the course of your employment;

nothing in this agreement will be construed as granting you any interest in, licence to or right to use any of our Intellectual Property or New Intellectual Property for your own benefit or for the benefit of any third party or organisation; and

You shall, if required by us to give effect to this clause 8:

execute such documents as may be necessary to vest all New Intellectual Property in Rocket Lab Limited; and

appoint us irrevocably and unconditionally as your attorney to complete and execute any such documents for and on your behalf.

Health and Safety

Termination of Employment

Notice - Where notice is given by either of us it shall be four weeks in writing no more or no less, unless by mutual agreement. We may, at our sole discretion, choose to make a payment in lieu of notice and the employment will be deemed to have ended on the last day actually worked. Likewise, if you voluntarily leave early, you will be liable for a payment to us (in lieu of notice) equivalent to your base salary for the balance of the notice period.

Misconduct - In the event we determine serious misconduct or gross negligence has been committed by you, termination without notice or payment in lieu of notice shall occur. We may suspend you on pay pending an investigation where such allegations arise.

Redundancy - Where we propose that your position is to become surplus to our requirements or your duties are to significantly change on a permanent basis we will consult with you prior to making a final decision. Should a redundancy situation arise you will be given four weeks notice or payment in lieu as above. There is no entitlement to redundancy compensation under the terms of this agreement.

Abandonment – If you are absent from work for three consecutive days or more and fail to give us notice, then you will be deemed to have terminated your employment and we will act accordingly.

Long term or frequent absence – In the event you are unable to properly perform your duties by reason of ill health, accident or any other reason, you agree to undergo an examination by a qualified practitioner at our discretion to assist us in ascertaining the most appropriate course of action. We may, after following a fair process, terminate your employment by giving notice as above, and you will only be eligible for payment during the notice period in respect of time actually worked. If you refuse to undergo a suitable assessment, we reserve the right to make a decision on the basis of the information available at the time.

Restraint of Trade

carry on, be connected, engaged or interested, either directly or indirectly, alone or with any other person, in any capacity in any business which competes, or may compete with our aerospace industry business without our express written consent, which consent will not be unreasonably withheld;

directly or indirectly canvass, solicit or attempt to solicit, or act for, in respect of work undertaken by us, any person, firm or corporation which has been our client, customer or supplier during the period of 6 months immediately preceding termination of this contract,

solicit or approach or endeavour to entice away or discourage from being employed by us, any person who is our employee, whether or not the employee is acting on his/her own account. We shall, on your request, supply a list of names of other employees to whom we consider this clause applies.

Performance Management

Employment Relationship Problem

Sale and Purchase of Business

If we propose a sale, transfer or restructuring of our business so that employees’ work may be performed for a new employer, we shall negotiate with the new employer about the sale, transfer or restructuring to the extent that it relates to affected employees.

In this clause, restructuring, new employer and affected employee have the meanings given to them by the Employment Relations Act 2000 (as amended).

The employee hereby gives consent to us to disclose personal information to the new employer regarding the employee’s employment for the purposes of complying with the employer’s obligations under this clause.

We will adhere to the following process when negotiating with the new employer about the sale, transfer or restructure to the extent that it relates to affected employees:-

We will consult with affected employees regarding the proposed sale, transfer or restructuring.

We will negotiate with the new employer regarding the possible transfer of affected employees.

We will explain the terms and conditions of each employee’s employment to the new employer.

We will explain how many employees work in the business and what role each one occupies.

We will discuss whether the affected employees will transfer to the new employer on the same terms and conditions of employment, whether the new employer can offer alternative positions to employees and whether redundancy compensation, if any, will be available to those who do not transfer.

We will alert the new employer to any questions or concerns that affected employees may have regarding the sale, transfer or restructuring.

No redundancy compensation is payable in the event of a redundancy.

I accept the above terms as my individual employment agreement. Before signing this document I was given a copy of it and advised of my right to seek independent advice about it. Reasonable time was allowed for this to occur and I have not been induced to enter into this agreement by undue influence or duress.

I agree to follow all policies and procedures as set by my employer from time to time.

I have disclosed all information having a bearing on whether or not I may be employed, and all information provided by me in relation to my appointment is true, accurate and complete and is not designed to mislead in any way. I understand that if I have withheld relevant information or provided misleading information then my employment may be terminated summarily without payment in lieu of notice for this reason alone.

/s/ Shaun O’Donnell

9/09/2013

Shaun O’Donnell

Signed for Rocket Lab Ltd

CEO

/s/ Peter J. Beck

9/09/2013

Peter J. Beck

You will be leading the GNC team

Manage GNC budget, personnel and all GNC deliverables

Undertake general and specific research and development tasks.

Undertake general business duties.

General assistance to the Directors.

/s/ Peter Beck

/s/ Shaun O’Donnell