INDEMNITY AGREEMENTIndemnity Agreement • September 6th, 2019 • New Providence Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [●], 2019, by and between New Providence Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
Underwriting Agreement between NEW PROVIDENCE Acquisition Corp. and BTIG, LLC Dated September 10, 2019 new providence Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
The undersigned, New Providence Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 16th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 13, 2019, is by and between New Providence Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 16th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
New Providence Acquisition Corp. Bld 1, Suite 450 Austin, TX 78730New Providence Acquisition Corp. • August 23rd, 2019 • Blank checks • Delaware
We are pleased to accept the offer New Acquisition Management LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 468,750 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of New Providence Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 16th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September 10, 2019, is entered into by and among New Providence Acquisition Corp., a Delaware corporation (the “Company”), and New Providence Management LLC, a Delaware limited liability company (the “Purchaser”).
New Providence Acquisition Corp. 6500 Riverplace Blvd, Bld 1, Suite 450 Austin, Texas 78730 BTIG, LLC New York, NY, 10022Letter Agreement • September 6th, 2019 • New Providence Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among New Providence Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 6th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of September [●], 2019, is entered into by and among New Providence Acquisition Corp., a Delaware corporation (the “Company”), and New Providence Management LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • September 16th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 13, 2019, is made and entered into by and among New Providence Acquisition Corp., a Delaware corporation (the “Company”), New Providence Management LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between AST SpaceMobile, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company or any of its subsidiaries and Indemnitee covering indemnification and advancement.
TAX RECEIVABLE AGREEMENT by and among AST SPACEMOBILE, INC. AST & SCIENCE, LLC, THOMAS SEVERSON, as TRA HOLDER REPRESENTATIVE, the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of April 6, 2021Tax Receivable Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 6, 2021, is hereby entered into by and among AST SpaceMobile, Inc., a Delaware corporation (the “Corporation”), AST & Science, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the Exchange TRA Holders and the Blocker TRA Holders (each as defined below) from time to time party hereto (collectively, the “TRA Holders”).
GUARANTEE AND COLLATERAL AGREEMENT made by AST & SCIENCE, LLC, AST SPACEMOBILE, INC., as a Grantor, and each of the other Grantors (as defined herein) in favor of ACP POST OAK CREDIT II LLC as Collateral Agent Dated as of August 14, 2023Guarantee and Collateral Agreement • August 15th, 2023 • AST SpaceMobile, Inc. • Communications services, nec
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 14, 2023, is made by and among AST & SCIENCE, LLC, a Delaware limited liability company (the “Borrower”), AST SPACEMOBILE, INC., a Delaware corporation (the “Parent”), and each of the undersigned designated as a Grantor (together with the Parent, the “Grantors”), and any additional Grantor party to this Agreement who may join at a later date, in favor of ACP POST OAK CREDIT II LLC, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), for the ratable benefit of the Secured Parties, including the banks and other financial institutions and entities (the “Lenders”) from time to time party to the Senior Secured Term Loan Credit Agreement, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Parent, the Lenders and ACP Post Oak Credit II LLC, as Admini
New Providence Acquisition Corp. 6500 Riverplace Blvd, Bld 1, Suite 450 Austin, Texas 78730 BTIG, LLC New York, NY, 10022Letter Agreement • September 16th, 2019 • New Providence Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among New Providence Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on
AST SpaceMobile, Inc. Class A Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2024 • AST SpaceMobile, Inc. • Communications services, nec • New York
AST SpaceMobile, Inc., a Delaware corporation (the “Company”), proposes to sell 32,258,064 shares (the “Firm Stock”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to 4,838,709 additional shares of Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters. In the event that only one Underwriter is listed in Schedule I hereto, any references to the “Underwriters” shall be deemed to refer to the sole Underwriter in the singular form listed in such Schedule I to this Agreement.
SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of August 14, 2023 among AST SPACEMOBILE, INC., as the Parent, AST & SCIENCE, LLC, as the Borrower, the Lenders from time to time party hereto and ACP POST OAK CREDIT II LLC, as Administrative Agent...Senior Secured Term Loan Credit Agreement • August 15th, 2023 • AST SpaceMobile, Inc. • Communications services, nec • New York
AST & SCIENCE, LLC A Delaware Limited Liability Company FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AST & SCIENCE, LLC, a Delaware limited liability company (the “Company”), is made and entered into and becomes effective as of the 6th day of April, 2021 (the “Effective Date”) by and among the Company, AST SpaceMobile, Inc., a Delaware corporation, as the managing member of the Company (together with any successor managing member permitted pursuant to this Agreement, the “Managing Member”) and the Members.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 16th, 2020 • New Providence Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 15th day of December, 2020 (this “Subscription Agreement”), by and between New Providence Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
NEW PROVIDENCE ACQUISITION CORP. 6500 Riverplace Blvd, Bld 1, Suite 450 Austin, TX 78730New Providence Acquisition Corp. • September 6th, 2019 • Blank checks • Delaware
LOAN AGREEMENTLoan Agreement • August 15th, 2023 • AST SpaceMobile, Inc. • Communications services, nec • Texas
In consideration of the Loan (described below) and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Lender (as defined below) and Borrower agree as follows:
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2022 • AST SpaceMobile, Inc. • Communications services, nec • Florida
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of this 16th day of May 2022 (the “Effective Date”) by and among AST & Science, LLC, a Delaware limited liability company (the “Company”) and AST SpaceMobile, Inc., a Delaware corporation (“Parent”, and together with the Company, the “Companies”), each located at 2901 Enterprise Lane, Midland, Texas 79706, and Thomas Severson (“Consultant”), an individual having a place of residence at ***. The Companies and Consultant are collectively referred to as “Parties” and individually as the “Party”. The parties agree as follows:
Form of INVESTOR AND REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2024 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of January , 2024 (this “Agreement”), among AST SpaceMobile, Inc., a Delaware corporation (the “Company”), and each of the persons whose name appears on the signature pages hereto or becomes a party hereto pursuant to Section 4.4.
AST & SCIENCE, LLC December 15, 2020Letter Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec
This letter agreement (this “Amended and Restated Letter Agreement”) amends and restates that certain letter (the “Original Letter”) from AST & Science, LLC, a Delaware limited liability company (the “Company”) to ATC TRS II LLC, a Delaware limited liability company and predecessor in interest to ATC TRS IV LLC, a Delaware limited liability company (“you” or the “Investor” and, together with the Company, the “Parties,” and each, a “Party”), dated October 16, 2019 in connection with the acquisition by the Investor of 149,685 Series B Preferred Shares (the “Preferred Shares”) of the Company, pursuant to that certain Series B Preferred Shares Purchase Agreement, dated as of October 16, 2019 (the “Purchase Agreement,” and such sale of Series B Preferred Shares pursuant to the Purchase Agreement, the “Series B Financing”).
AST SPACEMOBILE, INC. Class A Common Stock ($0.0001 par value per share) Having an Aggregate Offering Price of up to Up to $150,000,000 Equity Distribution AgreementTerms Agreement • September 9th, 2022 • AST SpaceMobile, Inc. • Communications services, nec • New York
VOTING AGREEMENTVoting Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This Voting Agreement (this “Agreement”) is made as of April 6, 2021, by and among AST SpaceMobile, Inc., a Delaware corporation (the “Company”) and New Providence Management LLC, a Delaware limited liability company (the “NPA Sponsor” or the “Voting Party”).
AMENDED AND RESTATED SERIES B PREFERRED SHARES PURCHASE AGREEMENT [***] Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.Series B Preferred Shares Purchase Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
THIS AMENDED AND RESTATED SERIES B PREFERRED SHARES PURCHASE AGREEMENT (this “Agreement”), is made as of the 4th day of February, 2020 by and among AST & Science, LLC, a Delaware limited liability company (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2021, is made and entered into by and among: (i) New Providence Acquisition Corp., a Delaware corporation (“NPA”); (ii) New Providence Management LLC, a Delaware limited liability company (the “Sponsor”); and (iii) the Persons identified as AST Equityholders on the signature pages hereto (collectively, the “AST Equityholders” and together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Patent and know-how licence agreementLicence Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec
WHEREAS, the Parties entered into a letter agreement dated August 22, 2018 (the “Letter Agreement”) that describes Licensor’s obligation to modify its intellectual property for use by Licensee in the Field of Use (as that term is defined below). Upon Final Acceptance (as that term is defined herein) of such modifications by Licensee in accordance with Section 1(f)(iii) of the Letter Agreement, Licensee agrees to pay Licensor the remaining balance of the Fees (as that term is defined in the Letter Agreement) due thereunder.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of April 6, 2021, by and among (i) AST SpaceMobile, Inc., a Delaware corporation (the “Company”); (ii) Abel Avellan (“Avellan”); (iii) Invesat LLC, a Delaware limited liability company (“Invesat”); (iv) Vodafone Ventures Limited, a private limited company incorporated under the Laws of England and Wales (“Vodafone”); (v) Rakuten Mobile USA Service Inc., a Delaware corporation (“Rakuten”); (vi) ATC TRS II LLC, a Delaware limited liability company (“American Tower” and, together with Vodafone, Invesat, Rakuten and Avellan, the “AST Equityholders”); and (vii) New Providence Management LLC, a Delaware limited liability company (“NPA Sponsor”, and, together with the AST Equityholders, the “Stockholder Parties”).
SUBLEASE AGREEMENT BETWEEN THE MIDLAND DEVELOPMENT CORPORATION AND AST & SCIENCE, LLCSublease Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Texas
THIS SUBLEASE AGREEMENT (“Sublease”) is made and effective this 13th day of November, 2018, by and between the Midland Development Corporation (“MDC” or “Landlord”), a Type A corporation existing under the authority of Chapter 504 of the Texas Local Government Code, and AST & Science, LLC, a Delaware limited liability company (“Lessee”).
AST & SCIENCE, LLC December 15, 2020AST SpaceMobile, Inc. • April 12th, 2021 • Communications services, nec • Delaware
Reference is made to that certain Amended & Restated Series B Preferred Shares Purchase Agreement dated as of February 4, 2020 (the “Series B Purchase Agreement”) by and among AST & Science, LLC (the “Company”) and certain “Purchasers” party thereto, including Vodafone Ventures Limited (“VVL”). Capitalized terms used without definition hereunder shall have the meanings ascribed to such terms in the Series B Purchase Agreement.
EQUITY PURCHASE AGREEMENT dated December 15, 2020 by and among AST & Science LLC, New Providence Acquisition Corp., new providence management llc, THE EXISTING EQUITYHOLDERS LISTED ON ANNEX A, AND THE EXISTING EQUITYHOLDER REPRESENTATIVE.Equity Purchase Agreement • December 16th, 2020 • New Providence Acquisition Corp. • Blank checks • Delaware
This EQUITY PURCHASE AGREEMENT (the “Agreement”), dated as of December 15, 2020 (the “Effective Date”), by and among (i) AST & Science LLC, a Delaware limited liability company (the “Company”), (ii) solely for purposes of Section 2.1, Section 2.5, Section 2.6, Section 2.7, Article III, Section 7.3(b), Section 7.10(a), Section 7.11, Section 9.2 and Article X, the existing equityholders of the Company set forth on Annex A hereto (the “Existing Equityholders”), (iii) New Providence Acquisition Corp., a Delaware corporation (prior to the Closing, “Buyer”, and from and after the Closing, “PubCo”), (iv) solely for the purposes of Section 2.6, Article VI, Section 7.3(c), Section 7.10(a), Section 7.13, Section 9.2 and Article X, New Providence Management LLC, a Delaware limited liability company (“Sponsor”), and (v) Abel Avellan (“Avellan”), as the Existing Equityholder Representative (as defined below).
NEW PROVIDENCE ACQUISITION CORP. 6500 Riverplace Blvd, Bld 1, Suite 450 Austin, TX 78730New Providence Acquisition Corp. • September 16th, 2019 • Blank checks • Delaware
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. AMENDED AND RESTATED COMMERCIAL AGREEMENTCommercial Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This AMENDED AND RESTATED COMMERCIAL AGREEMENT (this “Agreement”) is entered into as of December 15, 2020 (the “Effective Date”), by and between AST & Science, LLC, a Delaware limited liability company, on behalf of itself and its Affiliates (as defined below) (individually or collectively, as the context requires, “Company”), and Rakuten Mobile Singapore Pte. Ltd., a Singapore private limited company (“Rakuten”). Company and Rakuten shall each be referred to herein as a “Party” and collectively as the “Parties”.
SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • July 5th, 2022 • AST SpaceMobile, Inc. • Communications services, nec
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • AST SpaceMobile, Inc. • Communications services, nec • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 04, 2021, is entered into by and between AST SpaceMobile Inc., a Delaware corporation (the “Managing Member”), AST & Science, LLC, a Delaware limited liability company (the “Operating Company”) and Brian Heller (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 11 below.
