0001213900-21-031790 Sample Contracts

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • June 10th, 2021 • Spartacus Acquisition Corp • Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2021, by and among Spartacus Acquisition Corporation, a Delaware corporation (the “Issuer”), the subscriber party set forth on the signature page hereto (“Subscriber”), and Spartacus Acquisition Shelf Corp., a Delaware corporation (“Holdings”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 10th, 2021 • Spartacus Acquisition Corp • Blank checks • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of June 9, 2021, is entered into by and among (i) NextNav, LLC, a Delaware limited liability company (the “Company”), (ii) NextNav Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) NEA 14 NextNav Blocker, LLC, a Delaware limited liability company (“NEA Blocker”), (iv) Oak NextNav Blocker, LLC, a Delaware limited liability company (“Oak Blocker”), (v) Columbia Progeny Partners IV, Inc., a Delaware corporation (“Columbia Blocker”), (vi) Global Long Short Partners Aggregating Holdings Del VII LLC, a Delaware limited liability company (“GS Blocker 1”), (vii) Global Private Opportunities Partners Holdings II Corp., a Delaware corporation (“GS Blocker 2”), (viii) SASC (SPAC) Merger Sub 1 Corporation, a Delaware corporation (“MS 1”), (ix) SASC (Target) Merger Sub 2 LLC, a Delaware limited liability company (“MS 2”), (x) SASC (NB) Merger Sub 3 LLC, a Delaware limited liability company (“MS 3”), (xi) SASC (OB)

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • June 10th, 2021 • Spartacus Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among NextNav Inc. (f/k/a Spartacus Acquisition Shelf Corp.), a Delaware corporation (the “Company”), B. Riley Principal Investments, LLC, a Delaware limited liability company (“B. Riley”), Spartacus Sponsor LLC, a Delaware limited liability company (the “Sponsor,” and together with B. Riley, the “Initial Investors”), each of the investors listed on the signature pages hereto under the caption “NextNav Investors” (collectively, the “NextNav Investors,” and together with the Initial Investors 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”) and the FF Beneficial Investor (as defined herein).

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