27,500,000 Units Holicity Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2020 • Holicity Inc. • Blank checks • New York
Holicity Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 27,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,125,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean eith
INDEMNITY AGREEMENTIndemnity Agreement • July 31st, 2020 • Holicity Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of August [__], 2020, by and between Pendrell Holicity Holdings Corporation, a Washington corporation, (the “Company”), and __________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 31st, 2020 • Holicity Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August [ ], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Holicity Inc., a Delaware corporation (the “Company”), and Pendrell Holicity Holdings Corporation, a Washington corporation (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2021 • Holicity Inc. • Transportation services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of July [●], 2021 between Astra Space, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Holicity Inc. Kirkland, WA 98033Letter Agreement • August 10th, 2020 • Holicity Inc. • 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 Holicity Inc., a Delaware corporation (the “Company“), and Deutsche Bank Securities Inc. and BofA Securities, Inc. (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 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 “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering p
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2020 • Holicity Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, is made and entered into by and among Holicity Inc., a Delaware corporation (the “Company”), Pendrell Holicity Holdings Corporation, a Washington corporation (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
ASTRA SPACE, INC. Class A Common Stock ($0.0001 par value per share) Sales AgreementSales Agreement • July 10th, 2023 • Astra Space, Inc. • Transportation services • New York
Astra Space, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2020 • Holicity Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 4, 2020 by and between Holicity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 10th, 2020 • Holicity Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 4, 2020, is by and between Holicity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2021 • Holicity Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on _________, 2021, by and between Holicity Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 10th, 2020 • Holicity Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 4, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Holicity Inc., a Delaware corporation (the “Company”), and Pendrell Holicity Holdings Corporation, a Washington corporation (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENT Dated as of August 2, 2022 by and between ASTRA SPACE, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • August 2nd, 2022 • Astra Space, Inc. • Transportation services • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of August 2, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Astra Space, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2022 • Astra Space, Inc. • Transportation services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2022 (the “Effective Date”), by and between Astra Space Operations, Inc. (the “Company”) and Axel Martinez (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2021 • Astra Space, Inc. • Transportation services • California
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made, entered into and effective as of September 1, 2021 (the “Amendment Effective Date”), by and among Astra Space Operations, Inc. f/k/a Astra Space, Inc., a Delaware corporation (the “Company”), and KELYN BRANNON (the “Executive”).
LEASE AGREEMENTBY AND BETWEENCITY OF ALAMEDA,a charter city and municipal corporationAS LANDLORD andASTRA SPACE OPERATIONS, INC. a Delaware corporationAS TENANTLease Agreement • December 14th, 2022 • Astra Space, Inc. • Transportation services • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2022 • Astra Space, Inc. • Transportation services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Astra Space, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER By and Among ASTRA SPACE, INC., APOGEE PARENT INC. and APOGEE MERGER SUB INC. Dated as of March 7, 2024Agreement and Plan of Merger • March 12th, 2024 • Astra Space, Inc. • Transportation services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 7, 2024, among Astra Space, Inc., a Delaware corporation (the “Company”), Apogee Parent Inc., a Delaware corporation (“Parent”), and Apogee Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.12.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 1st, 2021 • Holicity Inc. • Transportation services • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2021 (the “Effective Time”), by and between Astra Space, Inc., a Delaware corporation (f/k/a Holicity Inc.) (the “Company”), Pendrell Holicity Holdings Corporation, a Washington corporation (the “Sponsor”) and Adam P. London and Chris C. Kemp (individually, a “Founder,” and collectively, the “Founders”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Business Combination Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2023 • Astra Space, Inc. • Transportation services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 4, 2023, is by and among Astra Space, Inc., a Delaware corporation with offices located at 1900 Skyhawk Street, Alameda, CA 94501 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
HOLICITY INC. Kirkland, WA 98033Letter Agreement • July 31st, 2020 • Holicity Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Holicity Inc. (the “Company”) and Pendrell Holicity Holdings Corporation (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LIMITED WAIVER AND CONSENT TO SENIOR SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANT AND REAFFIRMATION OF TRANSACTION DOCUMENTSSecond Amendment • March 12th, 2024 • Astra Space, Inc. • Transportation services
This LIMITED WAIVER AND CONSENT TO SENIOR SECURED CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANT AND REAFFIRMATION OF TRANSACTION DOCUMENTS (this “Agreement”), dated as of March 7, 2024 (the “Effective Date”), is entered into by and among ASTRA SPACE, INC., a Delaware corporation (“Astra”), each of the Subsidiaries of Astra (together with Astra, collectively, the “Note Parties”), and each of the Holders (together with their successors and assigns, each individually, a “Holder” and collectively, the “Holders”). Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed thereto in the Notes, the Warrants or the Purchase Agreement, as applicable (each as defined below).
Holicity Inc. 2300 Carillon Point Kirkland, WA 98033Assignment and Assumption • July 31st, 2020 • Holicity Inc. • Blank checks • Delaware
Holicity Inc., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Pendrell Corporation, a Washington corporation (“Subscriber” or “you”), to purchase 7,187,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Certain information has been redacted from this Exhibit pursuant to Rule 601(b)(10)(v) of Regulation S-K. Such information is not material and is of the type that the Company treats as private or confidential. ROYALTY BEARING MANUFACTURING LICENSERoyalty Bearing Manufacturing License • April 18th, 2024 • Astra Space, Inc. • Transportation services
This ROYALTY BEARING MANUFACTURING LICENSE (“Agreement”) is dated effective as of March 5, 2024 (the “Effective Date”) by and between AST & Science, LLC (“Customer”) and Astra Space Operations, LLC (formerly known as Astra Space Operations, Inc.) on behalf of itself and its affiliates (“Astra” or “Seller”).
AMENDMENT #2 TO SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • December 1st, 2023 • Astra Space, Inc. • Transportation services
THIS AMENDMENT # 2 (“Second Amendment”) is dated as of November 29, 2023 (“Amendment Date”) and is entered into by and between ASTRA SPACE, INC., a Delaware corporation (“Astra”) and FORTIS ADVISORS, LLC, a Delaware limited liability company (“Fortis”), acting solely in its capacity as Holders’ Representative on behalf of the Converting Holders, and amends that certain SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Settlement Agreement”) dated as of August 14, 2023 (the “Effective Date”) as amended pursuant to that certain Amendment dated as of October 2, 2023 (“First Amendment”). Astra and Fortis may be referred to as the “Parties”, or each individually as “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Settlement Agreement or the First Amendment.
AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESSecured Convertible Notes • February 6th, 2024 • Astra Space, Inc. • Transportation services
This AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES (this “Amendment”), dated as of January 31, 2024 (the “Effective Date”), is entered into by and among ASTRA SPACE, INC., a Delaware limited liability company (“Astra”), each of the Subsidiaries of Astra (together with Astra, collectively, the “Note Parties”), and each of the Holders (together with their successors and assigns, each individually, a “Holder” and collectively, the “Holders”).
HOLICITY INC. Kirkland, WA 98033Letter Agreement • August 10th, 2020 • Holicity Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Holicity Inc. (the “Company”) and Pendrell Holicity Holdings Corporation (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ASTRA SPACE, INC. 2021 OMNIBUS Incentive Plan Stock Option AgreementIncentive Plan • March 30th, 2023 • Astra Space, Inc. • Transportation services
This agreement (this “Agreement”) evidences a stock option granted by Astra Space, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Astra Space, Inc. 2021 Omnibus Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
LIMITED CONSENT AND WAIVER AND OMNIBUS AMENDMENT NO. 2 AGREEMENT2 Agreement • April 18th, 2024 • Astra Space, Inc. • Transportation services
This Limited Consent and Waiver and Omnibus Amendment No. 2 Agreement (this “Agreement”) is dated as of November 17, 2023 (the “Effective Date”) and entered into by Astra Space, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto (together with the Company and each other Subsidiary of the Company from time to time, collectively, the “Note Parties” and each a “Note Party”) and each of the undersigned Existing Holders (as defined below), constituting the Required Holders (the Existing Holders and the Required Holders, the “Holders”).
INVESTORS’ rIGHTS AGREEMENTInvestors’ Rights Agreement • February 2nd, 2021 • Holicity Inc. • Blank checks • Delaware
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 2, 2021, by and among Astra Space, Inc., a Delaware corporation (the “Target”), Holicity Inc., a Delaware corporation (prior to the Effective Time, “Holicity” and, at and after the Effective Time, the “Company”) and certain Persons signatory hereto (and each other Person who, after the date hereof, acquires capital stock of the Company (or prior to the Closing, Holicity or the Target) and becomes party to this Agreement by executing a Joinder Agreement (such Persons, the “Stockholders”)).
ASTRA SPACE, INC. CLASS A COMMON STOCK PURCHASE WARRANT Issue Date: February 3, 2023Astra Space, Inc. • March 30th, 2023 • Transportation services • Delaware
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • August 16th, 2023 • Astra Space, Inc. • Transportation services • Delaware
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Settlement Agreement”) is made as of August 14, 2023 (the “Effective Date”) by and between ASTRA SPACE, INC., a Delaware corporation (“Astra”) and FORTIS ADVISORS, LLC, a Delaware limited liability company (“Fortis”), acting solely in its capacity as Holders’ Representative on behalf of the Converting Holders (as defined in the Merger Agreement, which is defined below). Astra and Fortis may be referred to as the “Parties”, or each individually as “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • February 2nd, 2021 • Holicity Inc. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of February 2, 2021, is entered into by and among Holicity, Inc., a Delaware corporation (“Holicity”), Holicity Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Holicity (“Merger Sub”), and the stockholder of the Company (as defined below) set forth on the signature page hereto (the “Stockholder”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • March 30th, 2023 • Astra Space, Inc. • Transportation services • California
Astra Space, Inc., its affiliates, subsidiaries, divisions, successors and assigns, including Astra Space Operations, Inc. and their current and former employees, officers, directors and agents (collectively the “Employer”), and Kelyn J. Brannon, her heirs, executors, administrators, successors, and assigns (collectively “Employee”), agree that:
REAFFIRMATION AGREEMENT AND OMNIBUS AMENDMENT AGREEMENTReaffirmation Agreement and Omnibus Amendment Agreement • November 8th, 2023 • Astra Space, Inc. • Transportation services
This Reaffirmation Agreement and Omnibus Amendment Agreement (this “Agreement”) is dated as of November 6, 2023 (the “Effective Date”) and entered into by ASTRA SPACE, INC., a Delaware corporation (“Company”), each of the Subsidiaries of the Company listed on the signature pages hereto (together with the Company and each other Subsidiary of the Company from time to time, collectively, the “Note Parties” and each a “Note Party”), each of the undersigned Holders of the Notes (constituting all of the Holders of the Notes as of the date of this Agreement) (the “Holders”) and GLAS AMERICAS LLC (“GLAS”), in its capacity as collateral agent for itself and the Holders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent” or the “Agent”).
ASTRA SPACE, INC. 2021 OMNIBUS Incentive Plan Performance-Based Incentive Stock Option AgreementIncentive Stock Option Agreement • May 15th, 2023 • Astra Space, Inc. • Transportation services
This agreement (this “Agreement”) evidences a stock option granted by Astra Space, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Astra Space, Inc. 2021 Omnibus Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
