Exhibit 10.45


 


Execution Version


 


THE USE OF THE FOLLOWING
NOTATION IN THIS EXHIBIT INDICATES THAT CERTAIN INFORMATION HAS BEEN OMITTED PURSUANT TO ITEM 601(a)(6) OF REGULATION S-K: [***]


 


ASSIGNMENT OF LOAN


 


In
consideration for the sum of $32,939,758.75 (the “Agreed Consideration”), to be paid concurrently herewith to Pacific
Western Bank, in its capacity as administrative and collateral Agent for each Existing Lender (as defined below) (the “Existing
Agent”), by wire transfer, as follows:


 


Pacific Western Bank


406 Blackwell Street,
Suite 240


Durham, NC 27701


ABA Routing Number:
[***]


Account #: [***]


 


Beneficiary: Airspan
Networks Inc.


Details of Pay: Loan
# [***]


 


Each of the Existing Lenders hereby (A) terminates
its commitment to make Revolving Loans to the Borrower and has capitalized $204,631.20 of outstanding interest and $100,449.45 of fees
to the principal amount of the Loans and (B) for the Agreed Consideration set forth above, irrevocably sells, assigns and transfers to
each of the Buyers set forth on Exhibit A, (each a “Buyer” and collectively, the “Buyers”) and each Buyer hereby
irrevocably purchases and assumes from each Existing Lender as of the date hereof all of each of the respective Existing Lenders rights
and obligations under and to: (i) the Loans, Obligations, indebtedness, liabilities and obligations of Airspan Networks Inc., Airspan
Networks (SG) Inc., Airspan Communications Limited, Airspan Networks Ltd., Mimosa Networks, Inc. and Mimosa Networks International, LLC
(jointly and severally, the “Borrower”) and Airspan Japan K.K. (the “Guarantor” and together with the Borrower,
the “Obligors”) to Existing Agent and each Existing Lender, and all of Existing Agent’s and each Existing Lender’s
rights, claims and remedies, under each of the following (collectively, the “Loan Documents”): that certain Second Amended
and Restated Loan and Security Agreement between Existing Agent, Pacific Western Bank (“PWB”) in its capacity as lender, Ally
Bank (“Ally”) in its capacity as lender (PWB and Ally, each an “Existing Lender”) and Borrower, dated November
20, 2018 (as amended from time to time, the “Loan Agreement”) and all “Loan Documents” (as defined in the Loan
Agreement), all subordination agreements and other documents relating to the foregoing to the extent related to the amount and percentage
interest identified in Exhibit A below of all of such outstanding rights and obligations of the respective Existing Lender under the respective
facilities identified on Exhibit A below, including without limitation all UCC-1 Financing Statements filed in favor of Existing Agent
for the benefit of each Existing Lender with respect to Borrower (collectively, the “Financing Statements”) and the Continuing
Guaranty of the Guarantor and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and
any other right of the Existing Lenders (in their respective capacities as Lenders) against any Person (except as provided for in Section
1 below), whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Existing Lender
to any Buyer pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Notwithstanding
the foregoing, subclause (ii) above shall not include any claims, suits or causes of action among the Existing Lenders or their respective
agents, shareholders, directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations,
affiliates, participants and each of them acting on behalf of the Existing Lenders on or prior to the date hereof. This Assignment is
conditioned on (x) the execution and delivery by each Borrower and Guarantor of (A) the Acknowledgment, Consent And Release and (B) the
side letter attached as Annex B hereto (the “Side Letter”), (y) the receipt of the Existing Agent of the Agreed Consideration
for further distribution to the Existing Lenders and (z) the delivery of duly executed copies of each of the documents described in Section
4 below, and is subject to the following terms and conditions:


 


1. No Recourse, Warranty
or Representation. This sale and assignment is made without recourse to either Existing Agent or any Existing Lender and without any
representation or warranty by Existing Agent and each Existing Lender of any kind, except that Existing Agent represents and warrants
to each Buyer that (x) it has and is conveying to the Buyers good title to the Assigned Interests, Loans and the Loan Documents, free
and clear of all transfers, liens, claims and encumbrances created by Existing Agent and each Existing Lender and (y) it has full power
and authority and has taken all action necessary to execute and deliver this Assignment and to consummate the transactions contemplated
hereby.


 






     


     


    

 


Except as expressed herein,
the Loans and Assigned Interests are being sold “AS-IS” and “WITH ALL FAULTS” and there are no other representations,
warranties, agreements, or other obligations by Existing Agent and each Existing Lender to the Buyers, whether express or implied besides
those expressly contained herein. Without limiting the generality of the foregoing: Each Buyer acknowledges and confirms to Existing Agent
and each Existing Lender that such Buyer and has itself been, and will continue to be solely responsible for making its own independent
appraisal of and investigations into Borrower and its own credit analysis and decision to enter into and consummate this Assignment, independently
and without reliance on Existing Agent and each Existing Lender, based on such documents and information as it has deemed appropriate
(including financial information with respect to Borrower) provided by Borrower. Each Buyer also acknowledges and agrees, except as expressly
set forth herein, that Existing Agent and each Existing Lender has made no representation or warranty to the Buyers with respect to, and
no Buyer nor any agent acting on their behalf has relied upon and will not hereafter rely upon Existing Agent or any Existing Lender regarding
(among other things and without implying any other representations or warranties) the following, and Existing Agent and each Existing
Lender shall not directly or indirectly have, suffer or incur any liability whatsoever to Buyer or any of its respective successors or
assigns on account of, or as a consequence of: (i) the execution, legality, validity, enforceability, genuineness, sufficiency, value,
or collectability of the Loans, or the Loan Documents or the value, perfection, validity, or enforceability of any collateral, including
any inability or failure for any reason whatsoever to be able to enforce any Loan Document or other obligation or collateral acquired
by Buyer from Existing Agent or any Existing Lender, including on account of any defense or offset and whether or not related to any acts
or omissions of Existing Agent or any Existing Lender before the date hereof; (ii) any loss, impairment, or other adverse effect
with respect to the Loans or any other obligation owing in connection with any of the Loan Documents or the Loans or any collateral, whether
or not related to any acts or omissions of Existing Agent or any Existing Lender or any other person at any time before the date hereof,
including as a result of any offset or defense of any kind whatsoever, whether or not resulting from any conduct of Existing Agent or
any Existing Lender, from the operation of any provision of the Bankruptcy Code, or otherwise; (iii) the creditworthiness, financial
condition, other condition, affairs, status, or nature of the Borrower or any other person; or (iv) any representations, warranties,
or statements made in, or in connection with, the Loan Documents by any person (other than any representation, warranty, or statement
expressly made by Existing Agent or any Existing Lender in this Assignment), or any information provided by Existing Agent or any Existing
Lender (other than as expressly provided in this Assignment), Borrower or any other person under or in connection with any Loan Document
or the transactions therein contemplated. Without limiting the generality of the foregoing, each Buyer acknowledges that defaults may
exist with respect to some or all of the Loan Documents and that workouts and restructurings of the Loans previously have occurred.


 


2. Retained Rights.
The following rights and claims against the Borrower (collectively, the “Retained Rights”) shall, notwithstanding this Assignment,
continue to belong to, and shall be retained by, Existing Agent and each Existing Lender, as applicable: (i) any rights, interests,
and claims under any of the Loan Documents in the nature of indemnity, warranty, reimbursement, or the like that by their terms are intended
to survive the termination of the Revolving Loans and the assignment, sale and purchase of the Assigned Interests to the Buyers (“Continuing
Indemnity Obligations”) relating to actual out-of-pocket payments by or on behalf of Existing Agent or any Existing Lender after
the date hereof including claims against the Borrower and the Guarantor for the reimbursement of losses, settlements, satisfaction of
judgments, costs and attorney’s fees on account of actions, omissions, events, or conditions occurring prior to or after the date
hereof relating to the Continuing Indemnity Obligations; (ii) to the extent provided in the Loan Documents, any accrued and unpaid
interest (at the interest rate provided in the Loan Agreement immediately prior to giving effect to this agreement) on amounts payable
to Existing Agent or any Existing Lender described in this paragraph 2; (iii) any rights, interests, and claims of Existing Agent
or any Existing Lender arising as a result of any requirement that Existing Agent or any Existing Lender, as applicable, repay, turnover,
or disgorge any amount on account of any payment, proceeds, or other amounts received by Existing Agent or any Existing Lender relating
to the Loans prior to the date hereof in any bankruptcy, reorganization, insolvency or similar proceeding
or other court order involving any Borrower (provided however that no Existing Agent or Existing Lender shall benefit from the Liens or
other security interests under the Loan Documents, all of which interests are part of the Assigned Interests assigned to the Buyers);
and (iv) any rights, interests, and benefits of Existing Agent and each Existing Lender from all releases, waivers, and other relinquishment
of any rights or claims of any kind by Borrower under any of the Loan Documents; provided that, the foregoing notwithstanding, this paragraph
shall not impair, reduce, limit, restrict, or exclude any concurrent rights of any Buyer as transferee under any Loan Document.


 






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3. Borrower Obligations.
Borrower agrees to indemnify and hold harmless the Existing Agent and each Existing Lender from and against any and all claims, debts,
liabilities, demands, obligations, actions, costs and expenses (including, without limitation, reasonable attorneys’ fees), which
it may sustain or incur, based upon, arising out of, or relating to the the Assigned Interests or the Loan Documents. Without limiting
the generality of the foregoing, in accordance with the standard account terms agreed with the Obligors, Borrower shall indemnify Existing
Agent for any and all checks or drafts relating to Borrower which are returned to Existing Agent or any Existing Lender as having been
dishonored, for whatever reason. Promptly following receipt by Existing Agent or any Existing Lender of any such dishonored checks or
drafts, Existing Agent will forward copies of the same to Borrower and Borrower shall, within three (3) business days, make payment of
the amount of said checks to Existing Agent for the benefit the Existing Lenders.


 


4. Deliveries. The
Existing Agent shall concurrently deliver to Buyer (i) copies of the Loan Documents, (ii) UCC Assignments of the Financing Statement
in form reasonably satisfactory to the Existing Agent and Buyer and (iii) an executed Resignation and Assignment Agreement substantially
in the form set forth as Annex A hereto (the “Resignation and Assignment Agreement”) and each of the transfer and assignment
agreements relating to the Loan Documents (including each of the non-US security and collateral documents described in Schedule 1 thereto).
The Existing Agent and Existing Lenders shall, in the future at the sole expense of the Borrower, execute and deliver to the Buyers such
other documents and instruments, and take such other actions, as Buyers or the Successor Agent (as defined in the Resignation and Assignment
Agreement) shall reasonably request in order to transfer the Assigned Interests, the Loans and the Loan Documents to the Successor Agent
and the Buyers and otherwise carry out the purposes of this Assignment.


 


5. Future Payments.
If any amount of principal, interest, fees or other amount in respect of the Loans or the Assigned Interests is received by Existing Agent
or the Existing Lenders after the date hereof, Existing Agent, or as the context may require, the Existing Lenders shall promptly make
payment of such amount to the Successor Agent for the benefit of the Buyers.


 


6. General Provisions.
This Assignment sets forth in full all of the representations and agreements of the parties with respect to the subject matter hereof
and supersedes all prior discussions, representations, agreements and understandings between the parties. This Assignment may not be modified
or amended, nor may any rights hereunder be waived, except in a writing signed by the parties hereto. In the event of any litigation between
the parties based upon, arising out of, or relating to this Assignment, each of the Existing Agent, the Existing Lenders and the Buyers
shall be entitled to recover all of its reasonable costs and expenses (including without limitation reasonable attorneys’ fees)
from the Borrower and any such amounts shall be obligations of the Borrower. This Assignment is being entered into and shall be governed
by the laws of the State of New York. This Assignment may be executed in multiple counterparts, by different parties signing separate
counterparts, and all of the same taken together shall constitute one and the same agreement. This Assignment may be executed and delivered
by exchanging original signed counterparts, or signed counterparts by facsimile or other electronic means, or a combination of the foregoing,
and this Assignment shall be fully effective if so executed and delivered. This Assignment does not create, and shall not be construed
as creating, any rights enforceable by any person other than Existing Agent and each Existing Lender and each Buyer (or the Successor
Agent acting on their behalf).


 






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7. Governing Law; Jurisdiction;
Venue and Jury Trial Waiver. This Assignment and all acts, transactions, disputes and controversies arising hereunder or relating
hereto, and all rights and obligations of the parties shall be governed by, and construed in accordance with, the internal laws (and not
the conflict of laws rules) of the State of New York. Jurisdiction shall lie in the State of New York. All disputes, controversies, claims,
actions and similar proceedings arising with respect to this Assignment or any related agreement or transaction shall be brought only
in the Supreme Court of New York sitting in New York County, New York or the United States District Court for the Southern District of
New York, except as provided below with respect to arbitration of such matters. EXISTING AGENT AND EACH EXISTING LENDER AND BUYER EACH
ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF THEM, AFTER CONSULTING OR HAVING
HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS ASSIGNMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
ASSIGNMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT
BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY EXISTING AGENT OR ANY EXISTING LENDER OR BUYER, EXCEPT BY A WRITTEN
INSTRUMENT EXECUTED BY EACH OF THEM. If the jury waiver set forth in this Section 7 is not enforceable, then any dispute, controversy,
claim, action or similar proceeding arising out of or relating to this Assignment or any of the transactions contemplated therein shall
be settled by final and binding arbitration held in New York County, New York in accordance with the then current Commercial Arbitration
Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. The arbitrator shall apply New
York law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment
upon any award resulting from arbitration may be entered into and enforced by any state or federal court having jurisdiction thereof.
Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief,
or to compel arbitration in accordance with this Section. The costs and expenses of the arbitration, including without limitation, the
arbitrator’s fees and expert witness fees, and reasonable attorneys’ fees, incurred by the parties to the arbitration may
be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed
appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such costs and
expenses, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.


 


Version-4


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the undersigned
have executed and delivered this Assignment on December 30, 2020.


 


	 	Existing AGENT:
	 	 
	 	PACIFIC WESTERN BANK
	 	 	 
	 	By: 	/s/ Stephen J. Berens
	 	 	Title:	SVP
	 	 	 	 
	 	Existing Lender:
	 	 
	 	PACIFIC WESTERN BANK
	 	 	 
	 	By: 	/s/ Stephen J. Berens
	 	 	Title:	SVP
	 	 	 	 
	 	Existing Lender:
	 	 
	 	ALLY BANK
	 	 	 
	 	By: 	/s/ Christopher Erro
	 	 	Title:	Authorized Signatory


 




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	ACCEPTED AND AGREED:	 
	 	 
	Buyer:	 
	 	 
	DBFIP ANI LLC, as Buyer and as Successor Agent	 
	 	 	 
	By: 	/s/ William Covino	 
	 	Name: 	William Covino	 
	 	Title: 	Chief Financial Officer	 


 




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	ACCEPTED AND AGREED:	 
	 	 
	Buyer:	 
	 	 
	PENDRELL CORPORATION	 
	a Washington corporation	 
	 	 	 	 
	By: 	/s/ Steve Ednie	 
	 	Title: 	Chief Financial Officer	 


 




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ACKNOWLEDGMENT, CONSENT AND
RELEASE


 


Each of the undersigned Borrower
and Guarantor hereby acknowledges and consents to (A) the termination of the Existing Lenders commitment to make Revolving Loans and (B)
the foregoing Assignment, including the sale and purchase of the Assigned Interests described in Exhibit A by the Buyers and the Side
Letter set forth in Exhibit B, and acknowledges and agrees that the present unpaid principal balance of the Loans plus all accrued interest
through December 29, 2020 is $32,839,309.30. Each of the undersigned further acknowledges that the Existing Agent and each Existing Lender
shall have no further liability or obligation to the Borrower or Guarantor under, or in connection with, the Loan Documents, the Continuing
Guaranty executed by Guarantor in favor of Existing Agent and Existing Lenders, and the Assigned Interests, and each of the undersigned
hereby releases and forever discharges Existing Agent and each Existing Lender, and each of Existing Agent’s and each Existing Lender’s
respective successors, assigns, agents, shareholders, directors, officers, employees, agents, attorneys, parent corporations, subsidiary
corporations, affiliated corporations, affiliates, participants and each of them, from any and all claims, debts, liabilities, demands,
obligations, costs, expenses, actions and causes of action, of every nature and description, known and unknown, which any of Borrower
or Guarantor now has or at any time may hold, by reason of any matter, cause or thing occurred, done, omitted or suffered to be done prior
to the date of this Assignment. Each of the undersigned waives the benefits of California Civil Code Section 1542 which provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her
favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with
the debtor or released party.”


 


	Borrower:	 	Borrower:
	 	 	 
	Airspan Networks Inc.	 	Airspan Networks (SG) Inc.
	 	 	 	 	 
	By:	/s/ David Brant	 	By:	/s/ David Brant
	Name:	David Brant	 	Name:	David Brant
	Title:	Senior Vice President and Chief Financial Officer	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 	 
	Borrower:	 	Borrower:
	 	 	 
	Airspan Communications Limited	 	Airspan Networks Ltd.
	 	 	 	 	 
	By: 	/s/ David Brant	 	By: 	/s/ David Brant
	Name: 	David Brant	 	Name: 	David Brant
	Title: 	Director	 	Title: 	Director


 


	Borrower:	 	Borrower:
	 	 	 
	Mimosa Networks, Inc.	 	Mimosa Networks International, LLC
	 	 	 	 	 
	By: 	/s/ David Brant	 	By: 	/s/ David Brant
	Name: 	David Brant	 	Name: 	David Brant
	Title: 	Senior Vice President and Secretary	 	Title: 	Senior Vice President and Chief Financial Officer
	 	 	 
	Guarantor:	 	 
	 	 	 
	Airspan Japan K.K.	 	 
	 	 	 	 
	By: 	/s/ Henrik Smith Petersen	 	 
	Name: 	Henrik Smith Petersen	 	 
	Title: 	CSMO and MD	 	 



 






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Exhibit A


 


Assigned Interests:


 


	Existing Lender(s)	 	Buyers	 	Aggregate Amount of Loans for Existing Lender	 	 	Amount of Loans Assigned	 	 	Percentage Assigned of 
 Loans	 
	PWB	 	DBFIP ANI LLC	 	$	16,519,666.87	 	 	$	13,997,113.74	 	 	 	84.73	%
	PWB	 	Pendrell Corporation	 	$	16,519,666.87	 	 	$	2,522,553.13	 	 	 	15.27	%
	Ally	 	DBFIP ANI LLC	 	$	16,420,091.88	 	 	$	13,912,743.85	 	 	 	84.73	%
	Ally	 	Pendrell Corporation	 	$	16,420,091.88	 	 	$	2,507,348.03	 	 	 	15.27	%
	Total	 	 	 	 	 	 	 	$	32,939,758.75	 	 	 	100.00	%



 




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ANNEX A


 


RESIGNATION AND ASSIGNMENT AGREEMENT


 


[Exhibit filed separately as Exhibit 10.46 to the
Registration Statement on Form S-4]


 




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ANNEX B


 


SIDE LETTER


 


[Annex omitted pursuant
to Item 601(a)(5) of Regulation S-K.]


 






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