Exhibit 10.50


 


[Form of Airspan Networks Holdings Inc. Indemnification
Agreement (June 21, 2021)]


 


INDEMNIFICATION
And Advancement AGREEMENT


 


This Indemnification and Advancement
Agreement (as amended or amended and restated, this “Agreement”) is made as of ________ __, 2021 (the “Effective
Date”) by and between Airspan Networks Holdings Inc., a Delaware corporation (the “Company”) (f/k/a New Beginnings
Acquisition Corp., a Delaware corporation), and ______________, [ ● ] of the Company (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve corporations
as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification
and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities
on behalf of the corporation;


 


WHEREAS, the Board has determined
that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company
believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums
and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws of the Company (as amended
or amended and restated, the “Bylaws”) and the Second Amended and Restated Certificate of Incorporation of the Company
(as amended or amended and restated, the “Certificate of Incorporation”) require indemnification of the officers and
directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware
(the “DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the
Board, officers and other persons with respect to indemnification and advancement of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining
such persons;


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified;


 


WHEREAS, this Agreement is
a supplement to and in furtherance of the Bylaws, Certificate of Incorporation and any resolutions adopted pursuant thereto, and is not
a substitute therefor, nor does this Agreement diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee does not
regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the present circumstances,
and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company
desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses;


 






     


     


    

 


WHEREAS, Indemnitee may have
certain rights to indemnification and/or insurance provided by another Person with whom Indemnitee is associated or insurer of any such
Person (as defined below), which Indemnitee and the Company intend to be secondary to the primary obligation of the Company to indemnify
Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board;


 


WHEREAS, the Company engaged
in a business combination transaction pursuant to which Airspan Networks Inc., a Delaware corporation (“Old Airspan”),
became a wholly-owned subsidiary of the Company; and


 


WHEREAS, the Company and Indemnitee
desire to terminate any prior indemnification agreement between the Company and Indemnitee or between Old Airspan and Indemnitee in favor
of the execution and delivery hereof.


 


NOW, THEREFORE, in consideration
of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Termination
of Any Prior Indemnification Agreement. Any prior indemnification agreement between the Company or Old Airspan and Indemnitee is hereby
terminated as of the Effective Date.


 


Section 2. Services to
the Company. Indemnitee agrees to serve or continue to serve, as applicable, as a director and/or officer of the Company. This Agreement
does not create any obligation on the part of the Company to continue Indemnitee in such position or on the part of Indemnity to continue
in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise (as defined below))
and Indemnitee.


 


Section 3. Definitions.
As used in this Agreement:


 


(a) “Agent”
means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise,
respectively.


  


(b) “Beneficial Owner”
has the meaning given to such term in Rule 13d-3 under the Exchange Act (as defined below); provided, however, that Beneficial Owner excludes
any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another
entity.


 


(c) A “Change in Control”
occurs upon the earliest to occur after the Effective Date of any of the following events:


 


i. Acquisition of Stock by
Third Party. Any Person is or becomes (in a single transaction or series of related transactions) the Beneficial Owner (as defined below),
directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s
then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results
solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;


 


ii. Change in the Board. During
any period of two (2) consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such
period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with
the Company to effect a transaction described in Sections 3(b)(i), 3(b)(iii) or 3(b)(iv)) whose election by the Board or nomination for
election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason
to constitute at least a majority of the members of the Board;


 


iii. Corporate Transactions.
The effective date of a merger or consolidation of the Company (or any of its subsidiaries) with any other entity, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the surviving entity (or the resulting parent entity) outstanding immediately
after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving
entity (or the resulting parent entity);


 






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iv. Liquidation. The approval
by the stockholders of the Company of the dissolution of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets; and


 


v. Other Events. There occurs
any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response
to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company
is then subject to such reporting requirement.


 


(d) “Corporate Status”
describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.


 


(e) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of
which indemnification is sought by Indemnitee.


 


(f) “Enterprise”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which
Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.


 


(g) “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


(h) “Expenses”
includes all reasonable attorneys’ fees, retainers, court costs, mediation fees, transcript costs, expenses, disbursements and fees
of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone and facsimile
charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settling or negotiating for the settlement of, responding to or objecting to requests to provide discovery in or otherwise
participating in, a Proceeding. Expenses shall also include (i) expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent, and (ii) for purposes of Section 13(d) only, expenses incurred by Indemnitee in connection with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes
of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses
included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of
such counsel shall be presumed conclusively to be reasonable. Expenses, however, do not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(i) “Independent Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past
five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with
respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements),
or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” does not include a law firm, or a member of a law firm, who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 






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(j) “Person”
has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company,
(ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(k) The term “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, or any claim, counterclaim, cross claim, issue
or matter therein, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative,
or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party,
participant, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action
taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while
acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability
or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding
also includes a situation the Indemnitee believes in good faith may lead to or culminate in the institution of a Proceeding.


 


Section 4. Indemnity in
Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
is, was or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal
Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


Section 5. Indemnity in
Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section
5 if Indemnitee is, was or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to
procure a judgment in its favor. Pursuant to this Section 5, the Company shall indemnify Indemnitee to the fullest extent permitted by
applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company. The Company shall not indemnify Indemnitee for Expenses under this Section 5 related to any Proceeding for which
Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Court of Chancery
of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application
by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification.


 


Section 6. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee
is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each
successfully resolved claim, issue or matter to the fullest extent permitted by applicable law. For purposes of this Section 6 and without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed
to be a successful result as to such claim, issue or matter.


  


Section 7. Indemnification
For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is
not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.


 






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Section 8. Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but
not, however, for the total amount thereof, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


Section 9. Additional Indemnification.
Notwithstanding any limitation in Sections 4, 5, or 6, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable
law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the Effective Date that expand
the Company’s ability to indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party to any
Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).


 


Section 10. Exclusions.
Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment
to Indemnitee in connection with any Proceeding:


 


(a) for which payment has actually
been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section
16(b) and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b) for (i) an accounting of
profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section
16(b) of the Exchange Act or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee
of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities
of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement
of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment
to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley
Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy
adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock
exchange listing requirements implementing Section 10D of the Exchange Act; or


 


(c) commenced by Indemnitee,
including any Proceeding (or any part of any Proceeding) commenced by Indemnitee against the Company or its directors, officers, employees
or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or
advancement of Expenses, including a Proceeding (or any part of any Proceeding) commenced pursuant to Section 15, (ii) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its commencement or (iii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.


 


Section 11. Advances of
Expenses.


 


(a) The Company shall advance,
to the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part
of any Proceeding) not commenced by Indemnitee or any Proceeding (or any part of any Proceeding) commenced by Indemnitee if (i) the Proceeding
or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses from the Company or Enterprise,
including a Proceeding (or any party of any Proceeding) commenced pursuant to Section 15 or (ii) the Board authorized the Proceeding (or
any part of any Proceeding) prior to its commencement. The Company shall advance the Expenses within ten (10) business days after the
receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition
of any Proceeding.


 


(b) Advances shall be unsecured
and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Company, thus, to the fullest extent permitted by applicable law, Indemnitee
qualifies for advances upon the execution of this Agreement and delivery to the Company and no other form of undertaking is required other
than the execution of this Agreement. The Company shall make advances without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.


 






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Section 12. Procedure for
Notification of Claim for Indemnification or Advancement.


 


(a) Indemnitee shall notify
the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder
as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee shall include in the written
notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company shall
not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company
shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement
of Expenses hereunder.


 


(b) The Company shall be entitled
to participate in the Proceeding at its own expense.


 


Section 13. Procedure Upon
Application for Indemnification.


 


(a) Unless a Change in Control
has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made:


 


		(i)	by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;



 


		(ii)	by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board;



 


		(iii)	if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written
opinion provided by Independent Counsel selected by the Board; or



 


		(iv)	if so directed by the Board, by the stockholders of the Company.



 


(b) If a Change in Control has
occurred, the determination of Indemnitee’s entitlement to indemnification shall be made by written opinion provided by Independent
Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).


 


(c) The party selecting Independent
Counsel pursuant to subsection (a)(iii) or (b) of this Section 13 shall provide written notice of the selection to the other party. The
notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting
party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 3,
and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the law
firm, or member of a law firm, so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court
has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written
request for indemnification pursuant to Section 12(a) and the final disposition of the Proceeding, Independent Counsel has not been
selected or, if selected, any objection to such selection has not been resolved, either the Company or Indemnitee may petition the Delaware
Court for the appointment as Independent Counsel of a law firm, or member of a law firm, selected by the Delaware Court or by such other
person as the Delaware Court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 15(a),
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).


 






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(d) Indemnitee shall cooperate
with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not protected by
the attorney-client privilege or similar protection or privilege and which is reasonably available to Indemnitee and reasonably necessary
to such determination. The Company shall, to the fullest extent permitted by applicable law, advance and pay any Expenses incurred by
Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the determination
as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
The Company promptly shall advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided
to the Board by Independent Counsel.


 


(e) If it is determined that
Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten (10) business days after such determination.


 


Section 14. Presumptions
and Effect of Certain Proceedings.


 


(a) In making a determination
with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest
extent permitted by applicable law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 12(a), and the Company shall, to the fullest extent permitted by applicable law,
have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by
its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If the determination of
the Indemnitee’s entitlement to indemnification has not made pursuant to Section 13 within sixty (60) days after the later of (i)
receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 12(a) and (ii) the final disposition of the
Proceeding for which Indemnitee requested indemnification (the “Determination Period”), the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by applicable law, be deemed to have been made and Indemnitee
shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii)
a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed
an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and
provided, further, the Determination Period may be extended an additional fifteen (15) days if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 13(a)(iv).


 


(c) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.


 


(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of
the Company, its subsidiaries, or an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors
or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the
Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent
certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the
Company, its subsidiaries, or an Enterprise. Further, Indemnitee shall be deemed to have acted in a manner “not opposed to the best
interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section
14(d) are not exclusive and do not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 






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(e) To the fullest extent permitted
by applicable law, the knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary,
agent or employee of an Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification
under this Agreement.


 


Section 15. Remedies of
Indemnitee.


 


(a) Indemnitee may commence
a proceeding against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by this Agreement
in the event that (i) a determination is made pursuant to Section 13 that Indemnitee is not entitled to indemnification under this Agreement,
(ii) the Company does not advance Expenses pursuant to Section 11, (iii) the determination of entitlement to indemnification is not
made pursuant to Section 13 within the Determination Period, (iv) the Company does not indemnify Indemnitee or advance Expenses pursuant
to Section 6 or 7 or the second to last sentence of Section 13(d) within ten (10) business days after receipt by the Company of a
written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 4, 5, 6, or 7 within ten (10) business days
after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other
person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action
or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee
hereunder. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence such proceeding seeking
an adjudication or an award in arbitration within one hundred and eighty (180) days following the date on which Indemnitee first has the
right to commence such proceeding pursuant to this Section 15(a); provided, however, that the foregoing clause does not
apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 6. The Company shall not
oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) If a determination is made
pursuant to Section 13 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 15 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not
be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 15,
to the fullest extent permitted by applicable law, the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be, and shall not introduce evidence of the determination made pursuant to Section 13.


 


(c) If a determination is made
pursuant to Section 13 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial
proceeding or arbitration commenced pursuant to this Section 15, absent (i) a misstatement by Indemnitee of a material fact, or an
omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d) The Company is, to the fullest
extent not prohibited by applicable law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 15 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e) It is the intent of the
Company that, to the fullest extent permitted by applicable law, the Indemnitee not be required to incur legal fees or other Expenses
associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder.
The Company, to the fullest extent permitted by applicable law, shall (within ten (10) business days after receipt by the Company of a
written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning
this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’
and officers’ liability insurance policies maintained by the Company, and shall indemnify Indemnitee against any and all such Expenses
unless the court determines that each of the Indemnitee’s claims in such action were made in bad faith or were frivolous or are
prohibited by applicable law.


 






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(f) To the extent requested
by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s
obligations under this Agreement through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once
provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


 


(g) (i) Whether or not the indemnification
provided in Sections 4, 5 or 6 is available in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such
Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution
it may have against Indemnitee, in each case, to the fullest extent permitted by applicable law. The Company shall not enter into any
settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless
such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(ii) Without diminishing or
impairing the obligations of the Company set forth in the preceding subparagraph (g)(i), if, for any reason, Indemnitee shall elect or
be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding), the Company shall, to the fullest extent permitted by applicable law, contribute to the amount
of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion
to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative fault of
the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would
be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that
resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law
may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand,
shall, to the fullest extent permitted by applicable law, be determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and
the degree to which their conduct is active or passive.


 


(iii) The Company hereby agrees
to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees
of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


Section 16. Non-exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The indemnification and
advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors,
or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be eliminated or impaired by any amendment,
alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate
Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether
by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the
Bylaws, Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy.


 






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[(b) The Company hereby acknowledges
that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by [applicable names(s)],
and/or one or more of their affiliates (other than the Company or other Enterprise) (collectively, the “Other Indemnitors”).
The Company hereby, including for the benefit of the Other Indemnitors, who shall be third party beneficiaries of this Section 16(b):


 


		(i)	Acknowledges and agrees that, as between the Company and the Other Indemnitors, the Company is the indemnitor
of first resort with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning
any Proceeding arising from or related to Indemnitee’s Corporate Status with the Company;



 


		(ii)	Acknowledges and agrees that, as between the Company and the Other Indemnitors, the Company is primarily
liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding arising from or related to
Indemnitee’s Corporate Status with the Company, whether created by law, organizational or constituent documents, contract (including
this Agreement) or otherwise;



 


		(iii)	Acknowledges and agrees that, as between the Company and the Other Indemnitors, any obligation of the
Other Indemnitors to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any Proceeding arising from or related to
Indemnitee’s Corporate Status with the Company is secondary to the obligations of the Company;



 


		(iv)	Acknowledges and agrees that the Company shall indemnify Indemnitee and advance Expenses to Indemnitee
hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against the Other Indemnitors or their
insurers;



 


		(v)	Irrevocably waives, relinquishes and releases (A) the Other Indemnitors from any claim of contribution,
subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company
to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee against the Other Indemnitors,
whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the
right to take or receive from the Other Indemnitors, directly or indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right;



 


		(vi)	Acknowledges and agrees that in the event that the Other Indemnitors or their insurers advance or extinguish
any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid
that would otherwise be payable by the Company or its insurers under this Agreement;



 


		(vii)	Acknowledges and agrees that in no event shall payment by the Other Indemnitors or their insurers affect
the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance Expenses
to the Other Indemnitors; and



 






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		(viii)	Acknowledges and agrees that any indemnification or advancement of Expenses provided to Indemnitee by
the Other Indemnitors is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and
collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided
by the Company.]



 


(c) To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company,
Indemnitee shall be covered by such policy or policies to the maximum extent of the coverage available for any such director, officer,
employee or agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify
or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a Proceeding pursuant to
this Agreement, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding
to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable lawful action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such amounts
and shall comply with the terms of such policies, including selection of approved panel counsel, if required.


 


(d) The Company’s obligation
to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The
Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification
and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The
Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers
owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable lawful action to obtain from an Enterprise indemnification
and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.


 


(e) In the event of any payment
made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee from any Enterprise or insurance carrier. Indemnitee shall execute all papers required and take all lawful action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 17. Duration of
Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases
to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 15
relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding
upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), continue as to
an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and inure to the
benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


Section 18. Severability.
If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by applicable law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to
the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 






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Section 19. Interpretation.
Any ambiguity in the terms of this Agreement shall be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification
and advancement of Expenses permitted by applicable law. The Company and Indemnitee intend that this Agreement provide, to the fullest
extent permitted by applicable law, for indemnification and advancement in excess of that expressly provided, without limitation, by the
Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.


 


Section 20. Enforcement.


 


(a) The Company expressly confirms
and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve
as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing
to serve as a director or officer of the Company.


 


(b) This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement
is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and is not a substitute therefor,
nor does this Agreement diminish or abrogate any rights of Indemnitee thereunder.


 


Section 21. Modification
and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed or constitutes a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver.


 


 


Section 22. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile
transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


(a) If to Indemnitee, at the
address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.


 


(b) If to the Company to:


 


Airspan Networks Holdings Inc.


777 Yamato Road, Suite 310


Boca Raton, Florida 33431

Attention: David Brant


Email: DBrant@Airspan.com


 


or to any other address as may have been furnished to Indemnitee by
the Company.


 


Section 23. Contribution.
To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect: (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 






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Section 24. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 15(a), to the fullest extent permitted by applicable law, the Company and Indemnitee hereby
irrevocably and unconditionally (a) agree that any proceeding arising out of or in connection with this Agreement shall be brought only
in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country, (b)
consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any proceeding arising out of or in connection with
this Agreement, (c) waive any objection to the laying of venue of any such proceeding in the Delaware Court, and (d) waive, and agree
not to plead or to make, any claim that any such proceeding brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


Section 25. Identical Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
which together constitutes one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


Section 26. Headings.
The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction
thereof.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF, the parties
have caused this Agreement to be signed as of the day and year first above written.


 


	COMPANY:	 	INDEMNITEE:
	 	 	 
	Airspan Networks Holdings Inc. (f/k/a New Beginnings Acquisition Corp.)	 	[ ● ]
	 	 	 	 	 
	By:	 	 	 	 
	Name: 	                                 	 	Name:	               
	Title: 	 	 	Address:  	 


 


	[ACKNOWLEDGED AND AGREED (FOR PURPOSES OF SECTION 1) BY:
	 	 	 
	OLD AIRSPAN:	 
	 	 	 
	Airspan Networks Inc.	 
	 	 	 
	By:	 	 
	Name: 	                                 	 
	Title: 	 	 ]


 


[Signature Page to Indemnification and Advancement
Agreement]