AST SpaceMobile, Inc. Sample Contracts
INDEMNITY AGREEMENTIndemnification 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”).
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
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:
New Providence Acquisition Corp. Bld 1, Suite 450 Austin, TX 78730Securities Subscription Agreement • August 23rd, 2019 • New Providence Acquisition Corp. • 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:
AST SPACEMOBILE, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 27, 2025 4.25% Convertible Senior Notes due 2032Indenture • January 27th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
INDENTURE dated as of January 27, 2025 between AST SPACEMOBILE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
New Providence Acquisition Corp. 6500 Riverplace Blvd, Bld 1, Suite 450 Austin, Texas 78730 BTIG, LLC New York, NY, 10022Underwriting 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant 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”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification & Liability • 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, 10022Underwriting 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
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 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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2024 • AST SpaceMobile, Inc. • Communications services, nec • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 1, 2024, 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 Andrew M. Johnson (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 12 below.
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”).
FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 7th, 2025 • AST SpaceMobile, Inc. • Communications services, nec
This First Amendment to the Amended and Restated Stockholders’ Agreement (this “Amendment”) is made as of February 5, 2025 (“Effective Date”), by and among (i) AST SpaceMobile, Inc., a Delaware corporation (the “Company”); (ii) Abel Avellan (“Avellan”); (iii) Antares Technologies LLC, a Delaware limited liability company (“Antares”); (iv) Vodafone Ventures Limited, a private limited company incorporated under the Laws of England and Wales (“Vodafone”); (v) Rakuten Mobile, Inc., a Japan corporation (as assignee of Rakuten Mobile USA Service Inc., a Delaware corporation (“RMUSA”)) (“Rakuten”); (vi) ATC TRS II LLC, a Delaware limited liability company (“American Tower” and, together with Vodafone, Antares, Rakuten and Avellan, the “Stockholder Parties”); and (vii) AT&T Venture Investments, LLC, a Delaware limited liability company (“AT&T”, and together with the Company and the Stockholder Parties, the “Parties”) and amends that certain Amended and Restated Stockholders’ Agreement dated Ju
NEW PROVIDENCE ACQUISITION CORP. 6500 Riverplace Blvd, Bld 1, Suite 450 Austin, TX 78730Administrative Support Agreement • September 6th, 2019 • New Providence Acquisition Corp. • Blank checks • Delaware
Amended and restated STOCKHOLDERS’ AGREEMENTStockholders' Agreement • June 7th, 2024 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
This Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of June 5, 2024, by and among (i) AST SpaceMobile, Inc., a Delaware corporation (the “Company”); (ii) Abel Avellan (“Avellan”); (iii) Antares Technologies LLC, a Delaware limited liability company (“Antares”); (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, Antares, Rakuten and Avellan, the “Stockholder Parties”); and (vii) AT&T Venture Investments, LLC, a Delaware limited liability company (“AT&T”, and together with the Company and the Stockholder Parties, the “Parties”).
FRAMEWORK AGREEMENT by and among AST SPACEMOBILE, INC., AST & SCIENCE, LLC, SPECTRUM USA I, LLC and LIGADO NETWORKS LLC Dated as of March 22, 2025Framework Agreement • March 24th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • Delaware
THIS FRAMEWORK AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2025 by and among AST SpaceMobile, Inc., a Delaware corporation (“AST Parent”), AST & Science, LLC, a Delaware limited liability company and a wholly owned Subsidiary of AST Parent (“AST”), Spectrum USA I, LLC, a Delaware limited liability company and a wholly owned subsidiary of AST (“SpectrumCo”, and together with AST Parent and AST, the “Parent Group”) and Ligado Networks LLC, a Delaware limited liability company (“Ligado”).
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:
AST SPACEMOBILE, INC. Class A Common Stock ($0.0001 par value per share) Having an Aggregate Offering Price of up to Up to $500,000,000 Equity Distribution AgreementEquity Distribution Agreement • May 13th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
CREDIT AGREEMENT dated as of July 15, 2025 among SPECTRUM USA I, LLC, as Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and SOUND POINT AGENCY LLC, as Administrative Agent and as Collateral AgentCredit Agreement • July 18th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
This CREDIT AGREEMENT dated as of July 15, 2025 (as amended or modified from time to time, this “Agreement”), among Spectrum USA I, LLC, a Delaware limited liability company, as Borrower (“Borrower”), and each of the guarantors from time to time party hereto (each, a “Guarantor”), each Lender as set forth in Schedule I and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Sound Point Agency LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
Form of INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration 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.
ContractSecurity Agreement • March 24th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
THIS SECURITY AND THE SECURITIES THAT MAY BE ISSUED UPON EXERCISE OF THIS SECURITY ARE SUBJECT TO A LOCKUP PERIOD FOR ONE YEAR FROM THE ORIGINAL ISSUE DATE (THROUGH MARCH 22, 2026) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, CHARGED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF SUCH LOCKUP PERIOD.
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. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 29, 2025 2.375% Convertible Senior Notes due 2032Indenture • July 29th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
INDENTURE dated as of July 29, 2025 between AST SPACEMOBILE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AMENDMENT TO STRATEGIC COLLABORATION AND SPECTRUM USAGE AGREEMENTStrategic Collaboration and Spectrum Usage Agreement • August 11th, 2025 • AST SpaceMobile, Inc. • Communications services, nec
This Amendment (the “Amendment”) to the Collaboration Agreement (defined below) is entered into as of May 19, 2025 by and between Ligado Networks LLC, a Delaware limited liability company having offices at 10802 Parkridge Boulevard, Reston, Virginia 20191 (“Ligado”), and Spectrum USA I, LLC, a Delaware limited liability company having offices at AST Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706 (“SpectrumCo”). Ligado and SpectrumCo are each identified as a “Party” and together as the “Parties” to this Amendment.
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 AgreementEquity Distribution Agreement • September 9th, 2022 • AST SpaceMobile, Inc. • Communications services, nec • New York
AST SPACEMOBILE, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 24, 2025 2.00% Convertible Senior Notes due 2036Indenture • October 24th, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
INDENTURE dated as of October 24, 2025 between AST SPACEMOBILE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the registrant as private or confidential. LOAN AGREEMENT dated...Loan Agreement • November 3rd, 2025 • AST SpaceMobile, Inc. • Communications services, nec • New York
LOAN AGREEMENT dated as of October 31, 2025 (as from time to time amended, restated, amended and restated, supplemented or otherwise modified, this “Agreement”), between BACKSTOPCO, LLC, a Delaware limited liability company, as borrower (“Borrower”) and UBS AG, STAMFORD BRANCH, as lender (“Lender”).