0001493152-21-008574 Sample Contracts

INDEMNIFICATION And Advancement AGREEMENT
Indemnification 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.

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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, 2021
Tax 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”).

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AST & SCIENCE, LLC A Delaware Limited Liability Company FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited 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.

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AST & SCIENCE, LLC December 15, 2020
Letter 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”).

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VOTING AGREEMENT
Voting 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”).

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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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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Patent and know-how licence agreement
Licence 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.

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STOCKHOLDERS’ AGREEMENT
Stockholders’ 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”).

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SUBLEASE AGREEMENT BETWEEN THE MIDLAND DEVELOPMENT CORPORATION AND AST & SCIENCE, LLC
Sublease 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”).

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AST & SCIENCE, LLC December 15, 2020
AST 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.

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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 AGREEMENT
Commercial 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”.

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DIALOG SEMICONDUCTOR OPERATIONS SERVICES LIMITED AND AST & SCIENCE LLC DESIGN AND MANUFACTURING AGREEMENT
Design and Manufacturing Agreement • April 12th, 2021 • AST SpaceMobile, Inc. • Communications services, nec
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