Exhibit 10.48


 


Execution Version


 


LIMITED CONSENT


 


March 8, 2021


 


Airspan Networks Inc. Capitol Point


33 Bath Road


Slough, Berkshire SL1 3UF United Kingdom


Attention:David Brant, Chief Financial Officer


 


		Re:	Credit Agreement dated as of December 30, 2020 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not defined herein shall have the same meanings assigned to such terms in the Credit Agreement) by
and among Airspan Networks Inc., a Delaware corporation (“Airspan” or the “Borrower”
or “you”), the Guarantors party thereto from time to time, the Lenders from time to time party thereto and
DBFIP ANI LLC, a Delaware limited liability company (“DBFIP”) in its capacity as Administrative Agent and Collateral
Agent (DBFIP together with its successors and assigns in such capacities, the “Agent”).



 


Ladies and Gentlemen:


 


You have advised the Agent and the Lenders
that Airspan intends to consummate a merger in which Airspan will merge with Artemis Merger Sub Corp., a Delaware corporation (“NB
Merger Sub”), and a wholly-owned subsidiary of New Beginnings Acquisition Corp., a Delaware corporation (“NB”),
with Airspan being the surviving corporation and a wholly-owned subsidiary of NB (the “Merger”). The Merger
will be consummated pursuant to the terms of that certain Business Combination Agreement (along with the exhibits and schedules thereto,
the “Merger Agreement”), to be executed on or about the date hereof among Airspan, NB, and NB Merger Sub (the
transactions contemplated thereby and related thereto, including, without limitation, the Merger, along with the payment of fees and expenses
in connection therewith, the “Merger Transactions”). The Merger Transactions will be financed with (a) cash
in trust of NB and (b) cash proceeds of a private investment in public equity transaction in an aggregate amount of at least $75,000,000
(the “Private Placement”) which will occur substantially contemporaneously with the consummation of the Merger
(and, for the avoidance of doubt, not later than the close of business on the Merger Closing Date) (the “Equity Contribution”
and together with the closing of the Proposed Amendment, the Private Placement and the Merger Transactions, the “De-SPAC Transactions”).
This letter is delivered to you from the Agent and each of Lenders regarding the Borrower’s request for a consent to the De-SPAC
Transactions pursuant to the terms of the Credit Agreement and the IP Hold-Co Operating Agreement.


 




     


     


    

 


		1.	Consent.



 


In connection with the foregoing request
and subject to the satisfaction of the conditions precedent to this consent set forth in Section 2 below, the Agent and each of
the Lenders hereby (i) consents under the Loan Documents and the IP Hold-Co Operating Agreement to the following (the “Consented
Activities”):


 


(x) the
Borrower’s execution of the Merger Agreement in the form attached as Exhibit A hereto; and


 


(y) the consummation
of the De-SPAC Transactions described above, provided that (i) on or prior to the consummation of the De-SPAC Transactions, the Loan Parties
enter into an amendment to the Credit Agreement in form and substance satisfactory to the Agent (the “Proposed Amendment”
and the Credit Agreement as amended by the Proposed Amendment, the “Amended Credit Agreement”) pursuant to which
the parties will effectuate such amendments to the terms of the Credit Agreement and the other Loan Documents necessary to reflect the
updated corporate structure of the Loan Parties and the joinder of NB as a Guarantor and as an asset security provider after giving effect
to the De- SPAC Transactions, including, without limitation, such amendments necessary to (A) waive the mandatory prepayment that would
otherwise be required pursuant to Section 2.01(e)(i)(E) of the Credit Agreement to be made with the proceeds of the De-SPAC Transactions
and (B) recognize and effectuate the changes in corporate structure of the Loan Parties and NB’s status as the top tier entity therein
and (ii) the conditions precedent to the consummation of the De-SPAC Transactions set forth in Exhibit B are satisfied; and


 


(ii) deems that all notice requirements with respect to the
Consented Activities under the Loan Documents and the IP Hold-Co Operating Agreement, if any, are satisfied.


 


The consent set forth in the sentence
immediately preceding shall be limited precisely as written. No Default, Event of Default or Triggering Event shall arise under the Loan
Documents or the IP Hold-Co Operating Agreement as a result of the consummation of the De-SPAC Transactions and the Consented Activities
described immediately above. It is understood that this limited consent shall not operate as a consent for any other purpose or a waiver
of any other Default, Event of Default or Triggering Event which may now exist or be hereafter arising, shall not constitute a continuing
waiver of any provision of the Credit Agreement, any other Loan Document or Transaction Document, or otherwise impair any right, power
or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document or any other Transaction Document with respect
to any other Defaults, Events of Default or Triggering Events.


 






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		2.	Conditions Precedent.



 


The limited consent set forth in Section
1 shall only become effective, as of the date hereof, upon satisfaction of the following conditions:


 


(a) The
Agent shall have received each of the following in form and substance satisfactory to the Agent:


 


		(i)	a copy of this letter duly executed and acknowledged by each of the Borrower, the Guarantors and each
Lender party to the Credit Agreement;



 


		(ii)	Copies of the execution versions of the Merger Agreement and of each of the other Ancillary Agreements (as defined in the Merger Agreement)
to be entered into by a Loan Party in connection with the De-SPAC Transactions (including any Subscription Agreements (as defined in the
Merger Agreement) relating to the Private Placement);



 


(b) The
Administrative Agent shall have received payment from the Borrower, for the ratable account of each Lender in proportion to its percentage
of the aggregate outstanding principal amount of the Loans and the unused Delayed Draw Term Loan Commitments of the Lenders as of the
date hereof, a consent fee (the “Consent Fee”) in immediately available funds in an amount equal to $200,000.
The Consent Fee, once paid, shall not be refundable.


 


(c) The
Borrower shall have paid, caused to be paid, or made arrangements satisfactory to the Agent to pay, all fees, costs and expenses then
due and payable pursuant to and subject to the limitations of Section 13.02 of the Credit Agreement, in each case to the extent invoiced
prior to the date of this letter (including fees and expenses of Reed Smith LLP and other external counsel to the Secured Parties).


 


		3.	Ratifications; Reference to Credit Agreement, etc.



 


(a) Except
as expressly modified and superseded by this letter, the terms and provisions of the Credit Agreement and other Loan Documents are ratified
and confirmed and shall continue in full force and effect. Each of the Loan Parties, the Lenders and the Agent agree that the Credit Agreement
and other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, receivership, reorganization or similar laws and general principles of equity, regardless
of whether considered in a proceeding in equity or at law. Each of the Loan Documents and Transaction Documents, including the Credit
Agreement and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement as amended hereby, is hereby amended so that any reference in such Loan Document
or Transaction Document to the Credit Agreement shall mean a reference to the Credit Agreement as modified hereby. This letter shall constitute
a Loan Document.


 






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(b) By
delivering a counterparty acknowledgement hereto, each Loan Party hereby confirms that after giving effect to the consent contained
herein (i) no Default or Event of Default has occurred and is continuing (ii) each of the representations and warranties set forth
in Article V of the Credit Agreement are true and correct in all material respects on and as of the date of this letter,
except to the extent that such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties remain true and correct in all material respects as of such earlier date and, in the case of any of
the foregoing, other than representations that are qualified by materiality, which are true and correct in all respects, (iii) no
event, change or condition has occurred that has had or could reasonably be expected to have, a Material Adverse Effect, and (iv)
its Obligations are entitled to the benefits of the pledges, security and guarantees as applicable described in the Loan Documents
and agrees that this letter and consents and amendments to the Loan Documents contained herein shall not limit or diminish the
obligations of the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document, and each Loan Party
reaffirms its obligations under the Credit Agreement and each of the other Loan Documents to which it is a party. Each Loan Party
further acknowledges and agrees that as of the date hereof, it has no claim, defense or set-off right against any Secured Party of
any nature whatsoever, whether sounding in tort, contract or otherwise, and has no claim, defense or set-off of any nature
whatsoever to the enforcement by any Secured Party of the full amount of the Loans and other obligations of the Loan Parties under
the Credit Agreement and the other Loan Documents. Notwithstanding the foregoing, to the extent that any claim, cause of action,
defense or set-off against any Secured Party or their enforcement of the Credit Agreement, any note, or any other Loan Document, of
any nature whatsoever, known or unknown, fixed or contingent, does nonetheless exist or may exist on the date hereof, in
consideration of the Lenders’ and the Agent’s entering into this Consent, each Loan Party irrevocably and
unconditionally waives and releases fully each and every such claim, cause of action, defense and set-off which exists or may exist
on the date hereof.


 


		4.	Governing Law. THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO THE CONFLICTS OR
CHOICE OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF ANOTHER LAW.



 


		5.	Successors and Assigns. This letter is binding upon and shall inure to the benefit of the Loan Parties, the Lenders
and the Agent and their respective successors and permitted assigns, except that none of the Loan Parties may assign or transfer any of
its rights or delegate any of its duties or obligations hereunder without the prior written consent of the Agent and the Lenders.



 


		6.	Counterparts; Electronic Signatures. This letter may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.
Executed counterparts of a signature page to this letter may be delivered by facsimile or electronic messaging system, and if so delivered
shall have the same force and effect as manually signed originals for all purposes.



 


		7.	Headings. The headings, captions and arrangements used in this letter are for convenience only and shall not affect
the interpretation of this letter.



 


		8.	Entire Agreement. THIS LETTER, THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN
OR AMONG THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS.



  


AIRSPAN NETWORKS INC.




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If the foregoing agreements evidence your understanding and agreement,
please acknowledge by executing this letter in the space provided below.


 


	 	Very truly yours,
	 	 
	 	DBFIP ANI LLC,
	 	a Delaware limited liability company, as Agent and as a Lender
	 	 
	 	By:  	/s/ Constantine M. Dakolias
	 	Name:  	Constantine M. Dakolias
	 	Title:  	Managing Partner
	 	 
	 	PENDRELL CORPORATION, as a Lender
	 	 
	 	By:  	/s/ Steve Ednie
	 	Name:  	Steve Ednie
	 	Title: 	CFO – Pendrell Corporation


 


AIRSPAN NETWORKS INC. 

CONSENT LETTER


 




     


     


    

 


ACCEPTED AND AGREED TO


AS OF THE DATE FIRST ABOVE WRITTEN:


 


AIRSPAN NETWORKS INC.


a Delaware corporation


 


	By:	/s/ David Brant	 
	Name: 	David Brant	 
	Title:	Senior Vice President and Chief Financial Officer	 


 


AIRSPAN IP HOLDCO LLC, 

a Delaware limited liability company


 


	By:	/s/ David Brant	 
	Name: 	David Brant	 
	Title:  	Senior Vice President and Chief Financial Officer	 


 


AIRSPAN NETWORKS (SG) INC., 

a Delaware corporation


 


	By:	/s/ David Brant	 
	Name 	David Brant	 
	Title:	Senior Vice President and Chief Financial Officer:	 


 


MIMOSA NETWORKS, INC., 

a Delaware corporation


 


	By:	/s/ David Brant	 
	Name: 	David Brant	 
	Title:  	Senior Vice President and Secretary	 


 


MIMOSA NETWORKS INTERNATIONAL, LLC, 

a Delaware limited liability company


 


	By:	/s/ David Brant	 
	Name: 	David Brant	 
	Title:  	Senior Vice President and Chief Financial Officer	 


 





AIRSPAN NETWORKS INC.


CONSENT LETTER



 






     


     


    

 


AIRSPAN COMMUNICATIONS LIMITED, 

a United Kingdom corporation


  


	By:  	/s/ David Brant	 
	Name: 	David Brant	 
	Title:	Director	 


 


AIRSPAN NETWORKS LTD. 

an Israel corporation


 


	By:	/s/ David Brant	 
	Name: 	David Brant	 
	Title:	Director	 
	 	 	 


Airspan Japan KK,


a Japanese corporation


 


	By:	/s/ Henrik Smith Petersen	 
	Name: 	Henrik Smith Petersen	 
	Title:	CSMO and MD	 


 


 


AIRSPAN NETWORKS INC.


CONSENT LETTER




     


     


    

 


EXHIBIT A


 


Merger Agreement


 


(See Attached)


 


[Filed as Annex A to the Registration Statement
on Form S-4]


 




    A-1


     


    

 


EXHIBIT B


 


CONDITIONS TO CONSUMMATION OF THE
TRANSACTION


 


Capitalized terms
used but not defined in this Exhibit B shall have the meanings set forth in the consent letter to which this Exhibit B is
attached or the Credit Agreement, as applicable. In the case of any such capitalized term that is subject to multiple and differing definitions,
the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used.


 


The effectiveness
of the Proposed Amendment and the consummation of the De-SPAC Transactions shall be subject to the following conditions:


 


1. All
accrued fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders required under Section 13.02
of the Credit Agreement (including, without limitation, the fees and expenses of counsel for the Administrative Agent and the Lenders)
shall have been paid by or will be paid within two Business Days after the consummation of the De-SPAC Transaction (subject to the limitations
with respect thereto set forth in Section 13.02 of the Credit Agreement).


 


2. The
representations and warranties set forth in the Bring-Down Certificate shall be true and correct in all material respects (and in all
respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of the
date of the consummation of the De-SPAC Transactions (the “Merger Closing Date”) with the same effect as if
made on and as of such date, except to the extent such representations and warranties expressly relate solely to an earlier date in which
case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified
by materiality or reference to Material Adverse Effect) as of such earlier date.


 


 3. No Default or Event of Default shall have occurred and be continuing.




 






    B-1


     


    

 


4. Execution and delivery of the Proposed
Amendment and other required loan and collateral documentation with respect to the Proposed Amendment consistent with this letter and
otherwise reasonably satisfactory to the Agent, including (a) customary legal opinions from the Loan Parties’ United States legal
counsel, (b) updated insurance certificates evidencing that (i) NB, each of its U.S. subsidiaries and their respective properties are
covered by insurance policies that are similar in scope and coverage to the Loan Parties’ insurance policies or newly obtained
insurance policies that will be in effect on the Merger Closing Date and (ii) the Agent has been named as additional insured (in the
case of liability insurance) or lenders’ loss payee (in the case of property and casualty insurance) thereunder, in each case in
the manner required by the Amended Credit Agreement and in accordance with past practice (together with applicable endorsements), (c)
a duly executed Counterpart Agreement under the Amended Credit Agreement (or equivalent) and/or other supplemental documentation (including,
without limitation, customary organizational and governing documents and evidence of authority and good standing (or equivalent) from
the applicable jurisdiction of formation) as applicable, for (1) NB and (2) subsidiaries of NB (if any) that will become Loan Parties
on the Merger Closing Date, (d) customary officers’ incumbency and closing certificates (solely with respect to the satisfaction
of the closing conditions set forth in this Exhibit B and including the Bring-Down Certificate set forth in Exhibit C to
this letter), and (e) a certificate from NB’s chief financial officer (upon giving effect to the Merger Transactions) certifying
on behalf of NB and its subsidiaries, that as of the Merger Closing Date and after giving effect to the De-SPAC Transactions, (i) each
of NB and Airspan is and will be Solvent, and (ii) NB and each of its subsidiaries (including, for the avoidance of doubt, the Loan Parties),
on a consolidated basis, are and will be Solvent (provided, that, such certificate shall be in substantially the same form
as the similar certificate provided by the Borrower on the Closing Date). Notwithstanding the foregoing it is hereby understood and agreed
that, to the extent (x) any security interest in any Collateral is not or cannot be perfected on the Merger Closing Date in accordance
with the Collateral and Guaranty Requirement (other than assets with respect to which a lien may be perfected by the filing of a financing
statement under the Uniform Commercial Code), (y) the endorsements required to comply with the foregoing clause (b)(ii) of this
Section 5 cannot be obtained by the Merger Closing Date, in each case, after your use of commercially reasonable efforts to do
so or without undue burden or expense, or (z) to the extent otherwise agreed by the Agent in its sole discretion, then the grant, provision
and/or perfection of a security interest in such Collateral or the delivery of such endorsements or other deliverable, as applicable,
shall not constitute a condition precedent to the effectiveness of the Proposed Amendment, but instead shall be treated as a Post-Closing
Obligation subject to the requirements of Section 6.26 of the Credit Agreement and shall be required to be delivered within sixty
(60) days of the Merger Closing Date or otherwise pursuant to arrangements and timing to be mutually agreed by the Agent and the Borrower
acting reasonably; notwithstanding the foregoing, all Certificated Securities (as defined in the Security Agreement) constituting Collateral
in which a security interest is not or cannot be provided on the Merger Closing Date in accordance with the Collateral and Guaranty Requirement
shall be required to be delivered, together with duly executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Agent, within ten (10) Business Days of the Merger Closing Date (or such later date agreed by the Agent in its sole
discretion). Airspan shall remain the “Borrower” under the Amended Credit Agreement and the Loan Documents, notwithstanding
anything to the contrary set forth herein or in any Loan Document.


 


5. Since
the date of the signing of the Merger Agreement there shall not have been a Company Material Adverse Effect or a Parent Material Adverse
Effect (each as defined in the Merger Agreement as in effect on the date hereof).


 






    B-2


     


    

 


6. The Merger Agreement shall be in
full force and effect. The closing of the Merger shall occur in accordance with applicable law and on the terms set forth in the Merger
Agreement and in compliance with applicable law and regulatory approvals, and no provision of the Merger Agreement (as in effect on the
date hereof) shall have been waived, amended, supplemented, or otherwise modified in a manner adverse to the Secured Parties in any material
respect without the consent of the Agent. For purposes of the foregoing condition, it is hereby understood and agreed that (a) any reduction
in the Merger Consideration (as defined in the Merger Agreement as in effect on the date hereof) in connection with the Merger Agreement
(as in effect on the date hereof), other than a reduction in the Merger Consideration in accordance with the terms of the Merger Agreement
as in effect of the date hereof (including, without limitation, working capital adjustments), shall be deemed to be materially adverse
to the interests of the Secured Parties (in their capacities as such), (b) any increase in the Merger Consideration in connection with
the Merger Agreement (as in effect on the date hereof) shall not be materially adverse to the interests of the Secured Parties (in their
capacities as such) so long as such increase is funded with common equity contributions, (c) any Aggregate Stock Consideration adjustment
expressly contemplated by the Merger Agreement (as in effect on the date hereof) shall not be considered an amendment, waiver or other
modification of the Merger Agreement, (d) any change to or consent granted under the definition of Company Material Adverse Effect or
Parent Material Adverse Effect (each as defined in the Merger Agreement as in effect on the date hereof) shall be deemed to be materially
adverse to the Secured Parties, (e) any action taken by NB or any of its subsidiaries (including, without limitation, NB Merger Sub)
at the request of Airspan that would constitute an exception to the definition of Company Material Adverse Effect or Parent Material
Adverse Effect (each as defined in the Merger Agreement as in effect on the date hereof) shall be deemed to be materially adverse to
the interests of the Secured Parties (in their capacities as such), and (f) any action taken by Airspan or any of its subsidiaries at
the request of NB or NB Merger Sub that would constitute an exception to the definition of Company Material Adverse Effect or Parent
Material Adverse Effect (each as defined in the Merger Agreement as in effect on the date hereof) shall be deemed to be materially adverse
to the interests of the Secured Parties (in their capacities as such).


 


7. The
Loan Parties and NB and its subsidiaries will have provided at least five (5) Business Days prior to the Merger Closing Date the documentation
and other information to the Agent that is required by regulatory authorities under applicable “know your customer” and anti-
money- laundering rules and regulations, including, without limitation, the Act, to the extent requested, and such information shall have
been successfully confirmed by the Agent.


 


8. All
representations and warranties in the Amended Credit Agreement shall be made as of the Merger Closing Date; provided, that,
only the accuracy in all material respects (or in all respects if already qualified by materiality) of the Specified Representations shall
be a condition to effectiveness of the Proposed Amendment. For purposes hereof, “Specified Representations”
means the representations and warranties to be made by the Loan Parties in the Amended Credit Agreement relating to corporate or other
organizational existence of the Loan Parties, organizational power and authority of the Loan Parties to enter into and perform the definitive
documentation for the Proposed Amendment, due authorization, execution, delivery and performance of, and enforceability against the Loan
Parties of the definitive documentation for the Proposed Amendment, creation, validity and perfection of first priority security interests
under the Collateral Documents (subject to the limitations provided in Section 5 of this Exhibit B), no conflicts of the
definitive documentation for the Proposed Amendment with the organizational documents of Loan Parties or with material laws applicable
to any Loan Party, margin regulations, anti-corruption laws, sanctions and the Act, the Investment Company Act of 1940 and Solvency of
the Loan Parties and their Subsidiaries as of the Merger Closing Date (after giving effect to the De-SPAC Transactions) on a consolidated
basis.


 


9. The
Specified Merger Agreement Representations shall be accurate in all respects to the extent that you have the right to terminate your obligations
under the Merger Agreement or not consummate the Merger as a result of a breach of such representations in the Merger Agreement. For purposes
hereof, “Specified Merger Agreement Representations” means such of the representations made by or on behalf
of NB and its subsidiaries (including, without limitation, NB Merger Sub) in the Merger Agreement as are material to the interests of
the Secured Parties.


 






    B-3


     


    

 


10. On or prior to the Merger Closing
Date, the Equity Contribution shall have been made, and after giving effect thereto and the other De-SPAC Transactions, (a) the Key
Investors of Airspan shall collectively own greater than 37.1% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of NB on a fully-diluted basis, (b) NB shall directly own and control 100% of the issued and
outstanding Equity Interests of Airspan, and (c) Airspan shall directly or indirectly own and control (i) 100% of the issued and
outstanding Equity Interests of each other Loan Party (other than IP Hold-Co and NB) and (ii) 99.8% of the issued and outstanding
Equity Interests of IP Hold-Co.


 


11. Airspan
shall have delivered to the Agent and the Lenders a written consent executed by Softbank Group Corp. in form and substance satisfactory
to the Administrative Agent in its sole discretion, acknowledging that Airspan’s execution of the Merger Agreement and its consummation
of the De-SPAC Transactions will not constitute a violation of the Softbank Loan Agreement or any of the Softbank Loan Documents (each
as defined in the Credit Agreement).


 


12. Delivery
to the Agent of evidence that all material requisite approvals by Governmental Authorities having jurisdiction over NB and/or any of the
Loan Parties necessary for the De-SPAC Transactions shall have been obtained.


 




    B-4


     


    

 


EXHIBIT C


 


FORM OF BRING-DOWN CERTIFICATE


 


[Exhibit omitted from this filing pursuant to Item 601(a)(5)
of Regulation S-K.]


 






    C-1