Exhibit
10.11 


 


Certain
identified information has been omitted from this document because it is not material and would be competitively harmful if publicly
disclosed, and has been marked with “[******]” to indicate where omissions have been made.


 


Supplemental


 


No.
44300.S.001


 


Between


 


NextNav
LLC


 


And


 


AT&T
Services, Inc.


 


Equipment,
Network Colocation, and Installation


 




     


     


    

 


Overview
of Equipment, Network Colocation, and Installation Agreement 


 


Preamble



 


This
Agreement is pursuant to and hereby incorporates by reference the terms and conditions of Material and Services Agreement No. 44300.C
dated, October 17, 2016 (“Master Agreement”), except to the extent modified or supplemented below. Any such modifications
or supplements are for the purpose of this Agreement only and shall not affect Master Agreement No. 44300.C or any other agreement. In
the event of a conflict between this Agreement and Master Agreement No. 44300.C, the terms and conditions of this Agreement will govern
for the purpose of this Agreement only.


 


This
Supplemental Agreement No. 44300.S.001 (this “Agreement”) is entered into and effective as of the date this Agreement is
signed (the “Effective Date”) by and between NextNav LLC, a Delaware limited liability corporation (“Supplier”),
and AT&T Services, Inc., a Delaware corporation (“AT&T”), each a “Party” and, together, the “Parties.”
Capitalized terms used herein but not defined within the body of this Agreement shall have the meanings ascribed to them in Appendix
A - Definitions.


 


Master
Agreement No. 20160726.016.C has been renumbered as Master Agreement No. 44300.C and all supplements and amendments going forward shall
be numbered utilizing the new Agreement number 44300.


 


Execution
of Supplemental Agreement No. 44300.S.002 (“Supplemental Agreement”),Supplier closing on committed funding of no less than
US$65,000,000, and the Parties agreeing upon a mutually acceptable form of security to secure Supplier's obligation to pay US$5,000,000
are each conditions precedent to AT&T's performance under this Agreement, and AT&T may terminate this Agreement and Agreement
44300.S.002 if all conditions precedent have not been satisfied by January 6, 2020. For the avoidance of doubt, an escrow or letter
of credit arrangement are acceptable forms of security subject to the Parties agreement on documentation.


 


For
the avoidance of doubt, the parties will use commercially reasonable efforts to timely perform all obligations under sections 1.4 of
the Supplemental Agreement.


 


		1.0	Scope
                                            of Agreement



 


		1.1	Deliverables
                                            and Pricing



 


Supplier
shall provide to AT&T the Deliverables (other than licensed Deliverables) described in Appendix B - Description of Deliverables and
Pricing subject to the terms and conditions of this Agreement as requested in Orders submitted to Supplier by AT&T. AT&T shall
pay the price of such Deliverables as stated in Appendix B.


 


[******]


 


		1.2	Orders



 


AT&T
may, at AT&T's election, submit Orders for Deliverables to Supplier pursuant to this Agreement (a) in a form agreed to by the Parties,
or (b) via AT&T's electronic ordering system. Subject to agreement on Delivery Dates, Supplier shall accept all Orders submitted
to it by AT&T for Deliverables, or as otherwise agreed to by the Parties in writing. The terms of this Agreement govern all Orders
for Deliverables that AT&T may place with Supplier. The Parties may vary or supplement the terms of this Agreement in an Order through
Special Terms and Conditions, which shall take precedence over any inconsistent term of this Agreement and shall only apply to such Order.
In the event of a conflict between the terms of an Order and this Agreement, the terms of the applicable Order shall prevail with respect
to that Order.


 






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		1.3	Term
                                            of Agreement



 


		a.	This
                                            Agreement shall be effective on the Effective Date and shall continue for a term of seven
                                            (7) years during which time AT&T shall be solely responsible for LTE backhaul and power
                                            associated with equipment pursuant to this Agreement; provided, however, that at any
                                            time after three (3) years from the Effective Date, AT&T may provide Supplier with notice
                                            that AT&T is not actively utilizing:



 


		(i)	Supplier's
                                            Z-Axis services for wireless 9-1-1 services;



 


		(ii)	Supplier's
                                            Z-Axis SDK in any FirstNet Host Mobile Application originally sold by AT&T, or Supplier's
                                            Z-Axis SDK is not incorporated at AT&T's direction into a FirstNet Host Mobile Application
                                            sold by a third party; and



 


		(iii)	Supplier's
                                            Z-Axis SDK in any non-FirstNet Host Mobile Application originally sold by AT&T, or with
                                            the Z-Axis SDK incorporated at AT&T's direction into a non-FirstNet Host Mobile Application
                                            sold by a third party (“Notice of Non-Use”).



 


A
“Host Mobile Application” has the same meaning as that terms is given in Supplemental Agreement No. 44300.S.002.


 


For
the avoidance of doubt, the presence of the NNCS on a device does not constitute “use” of Supplier's services for the purposes
of this Agreement.”


 


“Actively
utilizing” Supplier's Z-Axis SDK means the following: AT&T using the Z- Axis SDK in an active state for a FirstNet Host Mobile
Application or non-FirstNet Host Mobile Application. If the Z-Axis SDK is deactivated and no licenses are active, then this will be considered
AT&T not using Supplier's Deliverables as defined herein. Supplier represents and warrants that Supplier can and will track “active”
use of its SDK and AT&T will rely upon Supplier to provide reports and statuses on “active” or “inactive”
use of the Z-Axis SDK.


 


In
the event that AT&T provides Supplier with Notice of Non-Use pursuant to this Subsection 1.3(a), Supplier may either choose to terminate
this Agreement or continue this Agreement for the remainder of any or all of the remaining initial seven (7) year term, provided that:


 


		(i)	Supplier
                                            is not in breach of this Agreement;



 


		(ii)	Supplier
                                            does not breach this Agreement and remains current in the payment of all amounts due from
                                            Supplier under this Agreement; and



 






    3


     


    

 


		(iii)	Supplier
                                            assumes the obligation to timely pay to AT&T for maintenance, LTE backhaul, power, and
                                            lease costs, if any, associated with equipment pursuant to this Agreement.



 


		b.	Any
                                            Order in effect on the date when this Agreement expires or is terminated shall continue in
                                            effect until such Order either (i) expires by its own terms or (ii) is separately terminated,
                                            prior to its own scheduled expiration, as provided in this Agreement. The terms and conditions
                                            of this Agreement shall continue to apply to such Order as if this Agreement were still in
                                            effect. Likewise, termination or expiration of the Master Agreement shall not affect the
                                            obligations of either Party to the other Party pursuant to this Agreement, and the terms
                                            and conditions of the Master Agreement shall continue to apply to this Agreement as if the
                                            Master Agreement were still in effect.



 


		c.	Upon
                                            expiration or termination of this Agreement or a relevant Order, AT&T shall: (i) cease
                                            to use, and not allow any 3rd party to license or use the Materials, nor transfer Materials
                                            to any 3rd party except for the sole purpose of destroying the Materials; (ii) maintain strict
                                            confidentiality about the location, placement, installation and other matters related to
                                            the physical presence of the Materials, acknowledging that the location, installation and
                                            placement of such Materials constitutes NextNav Intellectual Property; (iii) permanently
                                            disconnect connectivity, including disabling SIM cards in the Materials; and (iv) if the
                                            Materials are de-installed, notify NextNav of their disposition.



 


		d.	Protective
                                            Provisions



 


The
Parties shall cooperate in good faith to negotiate the Protective Provisions to ensure continuity of the Services in accordance with
the requirements of this Agreement. The Protective Provisions shall address (and provide for the release of the material on deposit in
the software escrow), for example, without limitation, the following events: (i) Supplier ceases or threatens to cease performing or
operating, or is or becomes, or reasonably may become, generally unable to perform or operate, its business related to the AT&T business,
including, without limitation, that Supplier's progress or ability with regard to the performance of the Agreement or delivery of support
services is generally so inadequate that Supplier cannot reasonably be expected to timely satisfy material obligations under the Agreement,
including any obligations regarding development, delivery or support services; (ii) a Bankruptcy Event renders Supplier unable to provide
Services as Supplier is contractually bound to provide; (iii) there are five (5) for more Outage Events in any consecutive six (6) month
period; or (iv) AT&T reasonably believes Supplier may become generally unable to perform or operate its business related to
the AT&T business or that a Bankruptcy Event may occur (each a “Service Continuity Event”). In addition, the Protective
Provisions shall address customary triggers related to the Supplier's financial condition. Notwithstanding the foregoing, to the extent
a Service Continuity Event occurs solely as a result of subsection (iv), unless otherwise agreed to in writing by the Parties, such Service
Continuity Event shall cease to occur on the 61st day after the date of any notice provided by AT&T to Supplier notifying
Supplier of such Service Continuity Event if no other Service Continuity Event has occurred during that time. The Parties shall enter
into an addendum to establish the details of the Protective Provisions (as defined herein) that would apply during a Service Continuity
Event as soon as commercially reasonable with the goal of finalizing agreement on such Protective Provisions no later than October 30,
2019; provided, however, that this Section is effective immediately even if a Service Continuity Event occurs before the parties
have finalized agreement on the Protective Provisions. If the Parties should fail to agree upon the terms of a Protective Provisions
Addendum by the date set forth in this Agreement or upon such later date as may be agreed upon by the Parties either Party may terminate
this Agreement without liability.


 






    4


     


    

 


		2.0	Delivery,
                                            Performance, Acceptance, and Availability



 


		2.1	Acceptance
                                            Test Period



 


Section
2.4 of the Master Agreement does not apply to this Agreement.


 


Each
model of Material will be tested by AT&T pursuant to the CSO Security Test and RAN/Device Aggression Policy criteria; once tested
and accepted, such acceptance not to be unreasonably withheld, it will then be available for installation and/or deployment.


 


		2.2	Material
                                            or Services Not in Compliance with Specifications



 


In
the event AT&T instructs Supplier to Deliver non-conforming Material, Supplier shall be relieved of any of its warranty obligations
with respect to the applicable nonconformity.


 


		2.3	Anticipated
                                            Delays



 


If
Supplier becomes aware of any event or circumstance that causes Supplier to anticipate a reasonably certain delay in its performance
of its obligations beyond the Delivery Date, then Supplier shall notify AT&T as soon as reasonably possible, of the event or circumstance
and the length of the anticipated delay. If the events or circumstances causing the anticipated delay are anticipated to cause a delay
of more than six (6) months, then AT&T may terminate the Order without liability after receipt of such notification. If for any reason
AT&T does not terminate such Order after receipt of a notice under this Section, then AT&T and Supplier shall negotiate in good
faith to modify the Order so as to extend the Delivery Date. If the Parties fail to reach agreement on an extended Delivery Date after
negotiating for a reasonable time, or if Supplier fails to meet an extended Delivery Date, then AT&T may terminate the Order immediately
without liability.


 


		2.4	Spare
                                            Parts / Termination Assistance Service



 


Upon
expiration or termination of this Agreement for any reason, Supplier will have no further obligations whatsoever to provide Technical
Information or technical assistance to AT&T for the Materials and Services provided under this Agreement, including, but not limited
to, technical support and field service and assistance, provision of technical bulletins and updated user manuals, and telephone assistance
to assist with installation, operation, maintenance and problem resolution.


 






    5


     


    

 


		3.0	Intellectual
                                            Property. That Section 6.1 of the Master Agreement shall not apply to this Agreement
                                            and the following clause shall be added in its place:





 


		3.1	Incidental
Development and Reservation of Rights.



 


		a.	Incidental
                                            Development. The parties do not currently anticipate that there will be any Paid-For Development
                                            under this Agreement (including under any subordinate agreement, SOW or Order hereunder).
                                            Any Paid-For Development should be negotiated and performed under a standalone, separate
                                            written agreement mutually executed by the Parties. In the event, however, AT&T is charged
                                            monies for any development, enhancement or modification performed by or on behalf of Supplier
                                            under this Agreement (“Paid-For Development”), Supplier shall assign and hereby
                                            assigns to AT&T all right, title and interest in such Paid-For Development. (In no event
                                            shall Paid-For Development include Items i) owned by Supplier to the extent and in the form
                                            they existed prior to the date Supplier began any work under this Agreement, ii) to the extent
                                            developed by Supplier independently of any work performed under this Agreement, or iii) to
                                            the extent that they constitute Mere Reconfigurations. AT&T's payment of Supplier's standard
                                            license fees, standard installation fees, or standard maintenance-and- support fees shall
                                            not be deemed a payment triggering Paid-For Development. Thereafter, Supplier may request
                                            that AT&T assign back to Supplier such right, title and interest, and AT&T shall
                                            not unreasonably withhold its agreement to make such assignment, provided however that, in
                                            the event AT&T does agree to make such assignment, Supplier agrees to (1) grant AT&T
                                            and its affiliates a perpetual, irrevocable, royalty-free, world-wide, non-exclusive license
                                            to (a) make, copy, use, import, create derivative works of, sell, offer to sell, disclose,
                                            distribute and otherwise exploit the Paid- For Development in AT&T's and its affiliates'
                                            present and future business operations, and (b) sublicense others to do these same activities
                                            on AT&T's behalf (such sublicense including, without limitation, the right of AT&T
                                            customers to use AT&T products and services), and (2) pay AT&T, in compensation for
                                            the assignment, an amount equal to the monies AT&T previously paid to Supplier for such
                                            Paid-For Development. Any such assignment to Supplier, along with the attendant license and
                                            reimbursement to AT&T and its affiliates, shall be made in a separate written, mutually
                                            executed, agreement.



 


		b.	Reservation
                                            of Rights. Other than as to Paid-For Development, or as provided elsewhere in this Agreement,
                                            Supplier is not transferring or granting to AT&T any right, title or interest, or granting
                                            AT&T or its customers any license or permissions (other than those related to distributing
                                            or making use of Items provided by or on behalf of Supplier) in or to any or all Items provided
                                            by or on behalf of Supplier. Notwithstanding any other provision in this Agreement, AT&T
                                            is not transferring or granting to Supplier any right, title, or interest in or to (or granting
                                            to Supplier any license or other permissions in or to) any or all: a) Items created by or
                                            on behalf of AT&T or directly or indirectly provided to Supplier (in any form, including,
                                            without limitation, verbally) by or on behalf of AT&T or its third party providers (“AT&T
                                            Provided Items”); b) Paid-For Development; or c) Intellectual Property Rights, including,
                                            without limitation, any Intellectual Property Rights in or to any AT&T Provided Items
                                            or Paid-For Development. AT&T Provided Items and Paid-For Development shall constitute
                                            AT&T Information under this Agreement.



 






    6


     


    

 


		c.	Definitions.



 


1.       “Items”
shall mean any or all inventions, discoveries, ideas (whether patentable or not), and all works and materials, including but not limited
to products, devices, computer programs, source codes, designs, files, specifications, texts, drawings, processes, feedback, data or
other information or documentation in preliminary or final form, and all Intellectual Property Rights in or to any of the foregoing.


 


2.       “Intellectual
Property Rights” means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications,
trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, database rights,
know-how, rights in content (including but not limited to performance and synchronization rights), or other intellectual property rights,
protected under the laws of any domestic or foreign governmental authority having jurisdiction.


 


3.       “Mere
Reconfigurations” means those specific reconfigurations of Supplier's pre existing software performed by Supplier under this Agreement,
but only to the extent that such reconfiguration does not add any features, functionality, or capabilities.


 


		3.2	Publicity



 


Neither
Party shall use (a) the other Party's or its Affiliates' names, trademarks, service marks, designs, logos or symbols or (b) any language
or pictures which could in that Party's reasonable judgment imply that Party identities, or an endorsement by that Party, its Affiliates
or any of its or their employees in any communication of whatever nature without the other Party's prior written consent, which that
Party shall not unreasonably withhold. Each Party shall refer to the other Party any questions from the media or third parties regarding
the Deliverables or the relationship between the Parties and shall not discuss the relationship between the Parties with the media or
third parties.


 


		4.0	Compliance



 


		4.1	AT&T
                                            Derived Information



 


		a.	AT&T
                                            Data Assets” means the following:



 


		i.	Customer
                                            Information,



 


		ii.	AT&T
                                            employee personal, health or financial information (collectively “Employee Data”)
                                            to the extent received or collected by or on behalf of Supplier in connection with this Agreement,
                                            and



 


		iii.	Data
                                            in any form from AT&T's network, hardware and/or software components that, in connection
                                            with this Agreement, was either:



 


		a.	collected
                                            by Supplier or on Supplier's behalf or



 


		b.	received
                                            or stored by Supplier or on Supplier's behalf.



 


The
term “AT&T Data Assets” does not include any data (i) that came to be in the possession or control of Supplier by a lawful
manner that was unrelated to this Agreement and independent of Supplier's relationship with AT&T or (ii) collected by Supplier directly
from the Supplier Network, even if such data is otherwise identical to AT&T Data Assets and even if the source of such data was an
AT&T customer; provided, however, that nothing herein in any way alters or dilutes the Parties obligations to otherwise comply the
relevant provisions of this Agreement including the provisions relating to AT&T Data Assets and Customer Information.


 






    7


     


    

 


		b.	“AT&T
                                            Derived Information” means any information resulting from processing AT&T Data
                                            Assets - either alone or in combination with other data - by or on behalf of Supplier. As
                                            used herein, “processing” includes, without limitation, aggregation, enhancement
                                            (e.g., joining with other data sets), reformatting, manipulation, modification, analysis,
                                            translation, condensation, compilation, analysis and evaluation.



 


		c.	Supplier
                                            acknowledges and agrees that, in the course of negotiating this Agreement, Supplier made
                                            certain representations to AT&T regarding the anonymization of end user data that relied
                                            upon Supplier assigning an “Anonymous NNCS Identifier” to individual end user
                                            information. Among other things, Supplier represented that the:



 


[******]


 


Supplier
agrees that it will notify AT&T immediately upon any changes to its anonymization practices. Once notified, AT&T reserves the
right to modify the terms of this Agreement to appropriately account for the changes in Supplier's anonymization practices and/or terminate
Agreement.


 


Supplier
shall not collect any AT&T Data Assets or AT&T Derived Information. Supplier shall anonymize all AT&T Data Assets and AT&T
Derived Information in the event that Supplier comes into possession of any such data.


 


		4.2	Rights



 


AT&T
is not transferring or granting to Supplier any right, title, or interest in or to (or granting to Supplier any license or other permissions
in or to any or all AT&T Derived Information, including any right by Supplier to use the AT&T Derived Information for any purpose
other than to fulfill Supplier's obligations under this Agreement.


 






    8


     


    


 


		4.3	Quality
                                            Assurance - TL 9000



 


Section
7.6 of the Master Agreement does not apply to this Agreement; provided, however, Supplier agrees to comply with the following:


 



Quality
Assurance - Supplier Documented QMS


 


		a.	Quality.
                                            Supplier shall ensure an ongoing commitment to quality in the Deliverables furnished
                                            under this Agreement. Supplier shall have documented processes and shall ensure all Subcontractors
                                            that provide a portion of Deliverables have documented processes. Upon AT&T's request
                                            Supplier shall provide to AT&T:



 


		i.	a
                                            copy of Supplier's and each of its Subcontractors' quality manuals; and



 


		ii.	a
                                            copy of Supplier's and each of its Subcontractors' quality audit plans, audit schedules and
                                            most current audit results.



 


		b.	Testing.
                                            Supplier shall perform or cause to be performed testing sufficient to ensure Deliverables
                                            performs in accordance with the Specifications. If testing indicates Deliverables does not
                                            conform to the Specifications, then Supplier shall promptly notify AT&T, in writing,
                                            of such non-conformance before shipment or provision of Deliverables. AT&T will advise
                                            Supplier whether Supplier should Deliver the nonconforming Deliverables. In the event AT&T
                                            instructs Supplier to Deliver nonconforming Deliverables, Supplier shall not be relieved
                                            of any of its obligations hereunder, including warranty obligations. AT&T's receipt of
                                            any such nonconforming Deliverables shall not constitute a waiver of any of AT&T's rights,
                                            warranties, or remedies under this Agreement or elsewhere.



 


		5.0	Warranties



 


		5.1	Warranties
                                            Subject to Warranty Period



 


For
the duration of the Warranty Period:


 


		a.	Supplier
                                            warrants (i) that Deliverables are new or refurbished, merchantable, free from defects in
                                            design, material and workmanship, and (ii) that Deliverables furnished hereunder shall strictly
                                            conform to and perform in accordance with applicable Specifications, drawings, models, samples
                                            and industry standards. Notwithstanding the above, it is Supplier's responsibility to provide
                                            Deliverables that will work as specified by Supplier in order for Supplier Network to work
                                            as Supplier intends.



 


		5.2	Other
                                            Warranties; Warranty Survival



 


The
foregoing warranties are the exclusive warranties with respect to this Agreement.


 


		5.3	Representations



 


		a.	Supplier
                                            represents and warrants that prior to entering into any agreement resulting in either a (i)
                                            Change in Control (other than a Triggering Change of Control) or (ii) Supplier granting a
                                            security interest in any of the Deliverables, Supplier shall provide AT&T with an acknowledgment,
                                            in a form reasonably acceptable to AT&T, from the counterparty to such agreement that
                                            provides: (i) the counterparty has read this Agreement and acknowledges AT&T's rights
                                            and Supplier's obligations hereunder; (ii) the counterparty agrees not to take or cause any
                                            party to take any action which interferes with AT&T's rights or Supplier's obligations
                                            hereunder; and (iii) AT&T is expressly identified as a third party beneficiary of such
                                            acknowledgement.



 


		b.	No
                                            Triggering Change of Control has occurred or exists.



 






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		5.4	FOSS



 


		a.	For
                                            purposes of this Section, “FOSS” means any and all freeware, open source software
                                            or shareware used or included in, or combined by or on behalf of Supplier with, the Deliverables
                                            or otherwise provided by or on behalf of Supplier under this Agreement; and a “FOSS
                                            Disclosure” means a complete, current, and accurate listing of all FOSS, which identifies
                                            for each FOSS component: (i) the component name; (ii) its version or release number; (iii)
                                            its web site URL of origin; (iv) the applicable software license and its version number;
                                            (v) the URL where Supplier identifies or sets forth the applicable software license; (vi)
                                            a brief (e.g., one-line) description of the purpose of the component; and (vii) how the component
                                            is linked within the Deliverables or as otherwise provided. A FOSS Disclosure may be provided
                                            in the form of a web site made accessible to AT&T where Supplier posts the foregoing
                                            information.



 


		b.	Upon
                                            AT&T's request Supplier shall promptly, but in any event within thirty (30) days of such
                                            request, furnish to AT&T a FOSS Disclosure that is complete, current and accurate when
                                            furnished. Neither response nor non-response by AT&T concerning the receipt or non-receipt
                                            of any FOSS Disclosure or any reference to FOSS in the Agreement shall be deemed as acceptance,
                                            approval or acquiescence by AT&T that Supplier's use of the FOSS complies with the legal
                                            requirements of applicable FOSS license(s), or is suitable for the intent and purposes furnished
                                            hereunder. After receiving any FOSS Disclosure, AT&T may, upon written notice to Supplier,
                                            ask Supplier to use alternate FOSS (or other alternate software), if AT&T demonstrates
                                            that such alternate FOSS is reasonably warranted to avert a risk that the rights of AT&T
                                            or its third-party suppliers in any proprietary software will be compromised. In that event,
                                            if Supplier cannot or will not use such alternate FOSS, then AT&T may immediately terminate
                                            the applicable Order(s), in whole or in part, and/or relevant purchase or funding commitments
                                            under this Agreement, without further cost, expense or liability to AT&T.



 


		c.	Supplier
                                            represents and warrants to AT&T: (i) that Supplier has satisfied all its obligations
                                            to any third parties with respect to all FOSS and the applicable FOSS licenses (including,
                                            for example, any obligation to make publicly available the FOSS source code for modifications
                                            to such FOSS); (ii) that the FOSS, in the form provided to AT&T, is suitable for the
                                            intent and purposes furnished hereunder; (iii) that use of the FOSS in such form for such
                                            intent and purposes in no manner creates any added obligation on the part of AT&T (including,
                                            for example, the payment of any additional monies), or diminishes, conditions or eliminates
                                            any of the rights, title, or interest that Supplier grants AT&T in or to any Deliverables
                                            or that Supplier may otherwise provide AT&T under this Agreement; and (iv) that use of
                                            the FOSS in such form for such intent and purposes, including, but not limited to, AT&T's
                                            use or combination of the FOSS, in the form provided to AT&T, with any proprietary software
                                            of AT&T or AT&T's third-party suppliers, does not subject AT&T to any obligation
                                            of disclosure or distribution to any third party or to the public of any such proprietary
                                            software, or otherwise make such proprietary software subject to the terms of any FOSS license
                                            or impair AT&T's or its third-party suppliers' rights, title, or interest in or to such
                                            proprietary software.



 






    10


     


    

 


		d.	In
                                            the event that AT&T notifies Supplier or Supplier becomes aware of Supplier's noncompliance
                                            with any FOSS license term, then in either case, Supplier shall use all reasonable efforts
                                            promptly to cure such noncompliance so as to eliminate risks of public disclosure of proprietary
                                            software and prevent disruption of any AT&T business activity. Supplier shall promptly
                                            notify AT&T of all actions taken by Supplier to cure such noncompliance. Should AT&T
                                            receive notice from any third party alleging acts or omissions which, notwithstanding AT&T's
                                            use of the FOSS for the intent and purposes furnished hereunder, constitute noncompliance
                                            with any FOSS license term, then promptly upon AT&T's notice to Supplier of such allegation,
                                            Supplier shall indemnify, defend and hold harmless AT&T against such allegation in accordance
                                            with Supplier's obligations to do so as set forth elsewhere in this Agreement, in a manner
                                            that preserves any proprietary software of AT&T or its third-party suppliers from any
                                            public disclosure obligation or any other FOSS license noncompliance allegations.



 


		e.	If
                                            the term “Viral Open Source Software” is defined elsewhere in the Agreements,
                                            then in the event of any conflict between the provisions of this Section 5.4 (“FOSS”)
                                            and any representations or warranties concerning Viral Open Source Software that may appear
                                            elsewhere in the Agreements, this Section 5.4 shall take precedence.



 


		6.0	Confidentiality



 


		6.1	Information



 


		a.	In
                                            connection with this Agreement, including Supplier's performance of its obligations hereunder
                                            and AT&T's receipt of Work, either Party may find it beneficial to disclose to the other
                                            Party (which may include permitting or enabling the other Party's access to) certain of its
                                            Information. For the purpose of this clause, AT&T's disclosure of Information to Supplier
                                            includes any Information that Supplier receives, observes, collects, handles, stores, or
                                            accesses, in any way, in connection with this Agreement. Information of a disclosing Party
                                            shall be deemed to be confidential or proprietary only if it is clearly marked or otherwise
                                            identified by the disclosing Party as being confidential or proprietary, provided that if
                                            it is orally or visually disclosed (including Information conveyed to an answering machine,
                                            voice mail box or similar medium), the disclosing Party shall designate it as confidential
                                            or proprietary at the time of such disclosure. Notwithstanding the foregoing, a disclosing
                                            Party shall not have any such obligation to so mark or identify, or to so designate, Information
                                            that the disclosing Party discloses to or is otherwise obtained by the other Party's employees,
                                            contractors, or representatives (i) who are located on the disclosing Party's premises; (ii)
                                            who access the disclosing Party's systems; or (iii) who otherwise obtain AT&T Information
                                            and/or AT&T Customer Information in connection with this Agreement; any such Information
                                            so disclosed shall automatically be deemed to be confidential and proprietary. Additionally,
                                            the failure to mark or designate information as being confidential or proprietary will not
                                            waive the confidentiality where it is reasonably obvious, under the circumstances surrounding
                                            disclosure, that the Information is confidential or proprietary; any such Information so
                                            disclosed or obtained shall automatically be deemed to be confidential and proprietary. For
                                            greater certainty, Information provided by either Party to the other Party prior to the Effective
                                            Date of this Agreement in connection with the subject matter hereof, including any such Information
                                            provided under a separate non-disclosure agreement (howsoever denominated) is also subject
                                            to the terms of this Agreement. Neither Party shall disclose Information under this Agreement
                                            that includes, in any form, any of the following: customer or employee personal information,
                                            credit card and credit related information, health or financial information, and/or authentication
                                            credentials.



 






    11


     


    

 


		b.	With
                                            respect to the Information of the disclosing Party, the receiving Party shall:



 


		i.	hold
                                            all such Information in confidence with the same degree of care with which it protects its
                                            own confidential or proprietary Information, but with no less than reasonably prudent care;



 


		ii.	restrict
                                            disclosure of such Information solely to its employees, contractors, and agents (and, in
                                            the case of AT&T, also to its Affiliates' employees, contractors, and agents) with a
                                            need to know such Information, advise such persons of their confidentiality obligations with
                                            respect thereto, and ensure that such persons are bound by obligations of confidentiality
                                            reasonably comparable to those imposed in this Agreement;



 


		iii.	use
                                            such Information only as needed to perform its obligations (and, if AT&T is the receiving
                                            Party, to receive the benefits of the Work provided) under this Agreement;



 


		iv.	except
                                            as necessary under the immediately preceding clause (3), not copy, distribute, or otherwise
                                            use any such Information or allow anyone else to copy, distribute, or otherwise use such
                                            Information; and ensure that any and all copies bear the same notices or legends, if any,
                                            as the originals; and



 


		v.	upon
                                            the disclosing Party's request, promptly return, or destroy all or any requested portion
                                            of the Information, including tangible and electronic copies, notes, summaries, extracts,
                                            mail or other communications, and provide written certification within fifteen (15) business
                                            days to the disclosing Party that such Information has been returned or destroyed, provided
                                            that with respect to archival



 


		vi.	or
                                            back-up copies of Information that reside on the receiving Party's systems, the receiving
                                            Party shall be deemed to have complied with its obligations under this clause (5) if it makes
                                            reasonable efforts to expunge from such systems, or to permanently render irretrievable,
                                            such copies.



 


		c.	Except
                                            for Customer Information, neither Party shall have any obligation to the other Party with
                                            respect to Information which:



 


		i.	at
                                            the time of disclosure was already known to the receiving Party free of any obligation to
                                            keep it confidential (as evidenced by the receiving Party's written records prepared prior
                                            to such disclosure);



 


		ii.	is
                                            or becomes publicly known through no wrongful act of the receiving Party (such obligations
                                            ceasing at the time such Information becomes publicly known);



 


		iii.	is
                                            lawfully received from a third party, free of any obligation to keep it confidential;



 






    12


     


    

 


		iv.	is
                                            independently developed by the receiving Party or a third party, as evidenced by the receiving
                                            Party's written records, and where such development occurred without any direct or indirect
                                            use of or access to the Information received from the disclosing Party,



 


		v.	is
                                            collected by the Supplier directly from the Supplier Network (provided that Supplier shall
                                            comply with Section 4.1(c); or



 


		vi.	the
                                            disclosing Party consents in writing to be free of restriction.



 


		d.	If
                                            a receiving Party is required to provide Information of a disclosing Party to any court or
                                            government agency pursuant to a written court order, subpoena, regulatory demand, request
                                            under the National Labor Relations Act (an “NLRA Request”), or process of law,
                                            the receiving Party must, unless prohibited by applicable law, first provide the disclosing
                                            Party with prompt written notice of such requirement and reasonable cooperation to the disclosing
                                            Party should it seek protective arrangements for the production of such Information. The
                                            receiving Party will (i) take reasonable steps to limit any such provision of Information
                                            to the specific Information required by such court or agency, and (ii) continue to otherwise
                                            protect all Information disclosed in response to such order, subpoena, regulation, NLRA Request,
                                            or process of law.



 


		e.	A
                                            receiving Party's obligations with respect to any particular Information of a disclosing
                                            Party shall remain in effect, including after the expiration or termination of this Agreement,
                                            until such time as it qualifies under one of the exceptions set forth in clause (c) above.
                                            Notwithstanding anything to the contrary herein, Customer Information shall remain confidential
                                            indefinitely and shall never be disclosed or used without the prior written approval of an
                                            authorized representative of AT&T.



 


		f.	Notwithstanding
                                            anything to the contrary in this Agreement (including in this Section), AT&T understands
                                            and acknowledges that Supplier information related to network design, including type and
                                            placement of Altitude stations and physical installation, repair, or maintenance shall be
                                            considered confidential and proprietary to Supplier, and AT&T may only disclose any such
                                            information to the minimum extent required for purposes of installing, repairing, replacing,
                                            removing, and maintaining the Material.



 


		6.2	Customer
                                            Information



 


		a.	As
                                            between Supplier and AT&T, title to all Customer Information and customer proprietary
                                            network information (“CPNI”) (as that term is defined in Section 222 of the Communications
                                            Act of 1934, 47 U.S.C. §222 (as amended, “Section 222”)) shall be in AT&T.
                                            Except as otherwise provided herein, no license or rights to any Customer Information are
                                            granted to Supplier hereunder.



 






    13


     


    

 


		b.	Supplier
                                            acknowledges that Customer Information received may be subject to certain privacy laws and
                                            regulations and requirements, including requirements of AT&T. Supplier shall consider
                                            Customer Information to be private, sensitive and confidential. Accordingly, with respect
                                            to Customer Information, Supplier shall comply with all applicable privacy laws and regulations
                                            and requirements, including the CPNI restrictions contained in Section 222. Accordingly,
                                            Supplier shall:



 


		i.	not
                                            use any CPNI to market or otherwise sell products to AT&T's customers, except to the
                                            extent necessary for the performance of Services for AT&T or as otherwise approved or
                                            authorized by AT&T in this Agreement or in writing;



 


		ii.	make
                                            no disclosure of Customer Information to any party other than AT&T, except to the extent
                                            necessary for the performance of Services for AT&T or except such disclosure required
                                            under force of law; provided that Supplier shall provide AT&T with notice immediately
                                            upon receipt of any legal request or demand by a judicial, regulatory or other authority
                                            or third party to disclose or produce Customer Information; Supplier shall furnish only that
                                            portion of the Customer Information that is legally required to furnish and shall provide
                                            reasonable cooperation to AT&T should AT&T exercise efforts to obtain a protective
                                            order or other confidential treatment with respect to such Customer Information;



 


		iii.	not
                                            incorporate any Customer Information into any database other than in a database maintained
                                            exclusively for the storage of AT&T's Customer Information;



 


		iv.	not
                                            incorporate any data from any of Supplier's other customers, including Affiliates of AT&T,
                                            into AT&T's customer database;



 


		v.	make
                                            no use whatsoever of any Customer Information for any purpose except to comply with the terms
                                            of this Agreement, which includes the operation, maintenance and improvement of the Supplier
                                            Network;



 


		vi.	make
                                            no sale, license or lease of Customer Information to any other party;



 


		vii.	restrict
                                            access to Customer Information to only those employees of Supplier that require access to
                                            perform Services under this Agreement;



 


		viii.	prohibit
                                            and restrict access or use of Customer Information by any of Supplier's other customers,
                                            Supplier's Affiliates, or third parties except as may be agreed otherwise by AT&T;



 


		ix.	promptly
                                            return all Customer Information to AT&T upon expiration or termination of this Agreement
                                            or applicable schedule or Order, unless expressly agreed or instructed otherwise by AT&T;
                                            and



 






    14


     


    

 


		x.	immediately
                                            notify AT&T upon Supplier's awareness of (1) any breach of the above-referenced provisions,
                                            (2) any disclosure (inadvertent or otherwise) of Customer Information to any third party
                                            not expressly permitted herein to receive or have access to such Customer Information, or
                                            (3) a breach of, or other security incident involving, Supplier's systems or network that
                                            could cause or permit access to Customer Information inconsistent with the above-referenced
                                            provisions, and such notice shall include the details of the breach, disclosure or security
                                            incident. Supplier shall fully cooperate with AT&T in determining, as may be necessary
                                            or appropriate, actions that need to be taken including the full scope of the breach, disclosure
                                            or security incident, corrective steps to be taken by Supplier, the nature and content of
                                            any customer notifications, law enforcement involvement, or news/press/media contact etc.,
                                            and Supplier shall not communicate directly with any AT&T customer without AT&T's
                                            consent, which such consent shall not be unreasonably withheld



 


		7.0	Limitation
of Damages, Indemnities and Insurance. The following subsection shall be added to this Agreement at the end of section 10.2
a., Indemnity, of the Master Agreement:



 


Supplier
shall indemnify, hold harmless, and defend AT&T and its Affiliates, as well as their respective agents, distributors and customers,
individually or collectively, as the case may be, in accordance with this Section, against any Loss arising from, or in connection with,
or resulting from Supplier's use of Materials and Supplier's Network in providing any services to parties other than AT&T.


 


		8.0	Records
                                            and Audits



 


		8.1	Access
                                            at Reasonable Times



 


AT&T
shall endeavor to provide no less than ten (10) business days' prior written notice before seeking to invoke its access rights under
Section 11.2 of the Master Agreement; provided, however, that AT&T may have access at all reasonable times, notwithstanding the above.


 


		8.2	Preservation
                                            of Records



 


Each
Party shall maintain and retain the records set forth in the Subsection above entitled “Audits” during the term of this Agreement
and for three (3) years thereafter (unless a discovery or legal hold request is made with respect to such records, in which case such
Party shall retain such records until the other Party provides notice that such discovery or legal hold request has expired). Upon notification
by a Party of a discovery or legal hold request, the other Party shall fully cooperate with such request and immediately preserve any
records covered by such request and promptly provide such records requested by the other Party related to the inquiry. Each Party shall
provide to the other Party, upon request, with paper and electronic copies of documents and information reasonably necessary to verify
such Party's compliance with this Subsection.


 


		8.3	Audit
                                            Expenses



 


Except
as provided in the Subsection of the Master Agreement entitled “Overcharges,” all reasonable out-of-pocket costs and expenses
incurred by the auditing Party in connection with an Audit shall be paid by the auditing Party. The audited Party shall be solely responsible
for all costs and expenses that the audited Party incurs in connection with its obligations under this Section.


 






    15


     


    

 


		9.0	Termination



 


		9.1	Termination
                                            for Cause



 


		a.	If
                                            (x) either Party breaches any provision of this Agreement and/or any Order, and (i) if the
                                            breach is one that by its nature could be cured, and such breach is not cured within thirty
                                            (30) days after the breaching Party receives notice, or (ii) if the breach is one that by
                                            its nature cannot be cured, or (iii) if the breach is a violation of Laws, (y) a Change of
                                            Control involving [******] occurs, or (z) a Triggering Change of Control occurs, then, in
                                            addition to any other applicable remedies set forth in this Agreement, the non-breaching
                                            Party shall have the right upon notice to immediately terminate this Agreement and/or any
                                            such Order without any obligation or liability. FOR THE AVOIDANCE OF DOUBT, THE UNCURED BREACH
                                            OF AN ORDER MAY RESULT IN THE TERMINATION OF THE AGREEMENT AND ANY OUTSTANDING ORDERS.



 


		b.	Failure
                                            of the non-breaching Party to immediately terminate this Agreement and/or any Order following
                                            (1) a breach which continues longer than such cure period, provided such breach has not been
                                            cured prior to the non-breaching Party's provision of a notice of termination, or (2) a breach
                                            that cannot be cured or that constitutes a violation of Laws, or (3) a Change of Control
                                            involving [******], or (4) a Triggering Change of Control shall not constitute a waiver of
                                            the non-breaching Party's rights to terminate.



 


If
the non-breaching Party terminates an Order for cause, then the breaching Party shall (A) refund any amounts the non-breaching Party
may have previously paid for Deliverables that the non-breaching Party returns or does not Accept, (B) reimburse the non-breaching Party
for any cost incurred in returning Material to Supplier and restoring the non-breaching Party's site to its previous condition. If the
non-breaching Party returns or rejects any Material to which title has already passed, then title in such Material shall revert to the
breaching Party when the breaching Party satisfies its refund and reimbursement obligations under this Section. The breaching Party bears
the risk that such Material may be lost or damaged in transit.


 


		c.	In
                                            the event of termination for cause by either Party other than as a result of a Triggering
                                            Change of Control, (i) Supplier shall not be required to provide any Technical Information
                                            to AT&T unless otherwise provided for in this Agreement or as otherwise directed by AT&T
                                            and (ii) Supplier shall have no obligation to continue providing Services or Materials to
                                            AT&T.



 


		d.	Notwithstanding
                                            anything in this Agreement to the contrary, in the event of termination for cause by AT&T
                                            as a result of a Change of Control involving [******], AT&T shall provide Supplier with
                                            at least 365 days of transition period at AT&T's professional services fees and data
                                            services rate during which time the terms of this Agreement shall continue to apply; provided,
                                            however, that Supplier shall take commercially reasonable efforts to end the transition
                                            period as soon as reasonably possible. For the avoidance of doubt, the exclusivity provisions
                                            continue to apply to any assignee or successor of Supplier.



 


In
the event of a Change of Control involving [******], Supplier shall waive any fees owed by AT&T during the 365 day transition period.


 






    16


     


    

 


		e.	If
                                            AT&T terminates this Agreement for Supplier's cause, including, but not limited to, a
                                            Triggering Change of Control, then if so directed by AT&T Supplier shall be responsible
                                            for the costs associated for AT&T to remove, uninstall and destroy the Deliverables and
                                            shall reimburse AT&T the costs of any Equipment purchased.



 


		f.	Transition
                                            Services - Supplier and AT&T shall enter into a Transition Services Agreement that
                                            will outline at a minimum the terms below, solely as and E911 necessary to allow AT&T
                                            to continue providing the Z-Axis Services for FirstNet and E911 applications and services
                                            provided to Primary and Extended Primary FirstNet users, should there be a Change of Control
                                            involving [******] for the duration of Supplemental Agreement No. 44300.S.002.



 


		1.	The
                                            system will be used only for FirstNet and E911 applications and services provided to Primary
                                            and Extended Primary FirstNet users and not for any other purposes.



 


		2.	AT&T
                                            would pay for the prevailing service fees as agreed upon in this Agreement for the remainder
                                            duration of this Agreement.



 


		(i)	Rates
                                            AT&T will pay for FirstNet will remain fixed for the remainder duration of this Agreement.



 


		3.	AT&T
                                            will be granted an option, to be exercised during the term of the Transition Services Agreement,
                                            to purchase the System at fair market value to be negotiated by the Parties.



 


		4.	Features
                                            will be frozen on the date of the transfer and AT&T will have the option to purchase
                                            upgrades as and when available.



 


		5.	Z-Axis
                                            data, including data collected or created by the Z-Axis SDK, NNCS, NextNav Cloud software,
                                            or the [******] stations will solely be used for providing ‘Z' axis service for FirstNet
                                            and E911. The data may not be used, directly or indirectly, to calibrate, improve or modify
                                            any database that can be used to determine the location of any device or group of devices
                                            by accessing such database.



 


		6.	NextNav
                                            will escrow and provide the source code from the escrow and supporting license grants for
                                            NNCS and Z- Axis SDK to AT&T.



 


		7.	NextNav
                                            will provide AT&T the rights to distribute the NNCS and Z-Axis SDK in object code form
                                            to OEM's and applications vendors.



 


		8.	NextNav
                                            will escrow and provide source code from the escrow and supporting license grants for [******].



 


		9.	NextNav
                                            will escrow and provide AT&T object code for the NextNav Cloud from the escrow and supporting
                                            license grants.



 


		10.	NextNav
                                            will train AT&T engineers on the source code of the NNCS and Z-Axis SDK, [******].



 






    17


     


    

 


		11.	NextNav
                                            will train AT&T engineers on the operation and maintenance (e.g. database re-sets) of
                                            the NextNav Cloud.



 


		12.	AT&T
                                            will have the option to request up to three engineers to transfer over to AT&T.



 


		13.	All
                                            licenses will be restricted to provide support for FirstNet and E911 applications and services
                                            (e.g. Z-Axis SDK shall be made available only as part of the FirstNet app store).



 


		14.	AT&T
                                            will be responsible for all ‘transition' costs and hosting costs for the cloud infrastructure.



 


		15.	AT&T
                                            will have rights to operate and maintain the NextNav Cloud and [******].



 


		9.2	Termination
                                            for Convenience



 


Neither
Party shall be allowed to terminate this Agreement for convenience.


 


		10.0	Miscellaneous



 


		10.1	Assignment
                                            and Delegation



 


Upon
assignment, delegation or other transfer by either Party, the other Party shall have thirty (30) days to review and terminate this Agreement
at their discretion, and AT&T may terminate and discontinue supporting the Deliverables hereunder, except as follows: AT&T may
assign its rights, or delegate its duties, or both, in whole or in part: to any present or future Affiliate of AT&T, to any lender
providing financing to AT&T, or to any third party that assumes the operation of or otherwise acquires any substantial portion of
the business of AT&T affected by this Agreement or an Order; and Supplier may subcontract its performance subject to the Section
of the Master Agreement entitled “Use of Subcontractors.” Each Party may assign its right to receive money due hereunder,
but any assignment of money is void to the extent (a) the assignor fails to give the non-assigning Party at least thirty (30) days prior
notice, (b)the assignment purports to impose upon the non-assigning Party additional costs or obligations in addition to the payment
of such money, or (c) the assignment purports to preclude AT&T from dealing solely and directly with Supplier in all matters pertaining
to this Agreement. Any assignment, delegation or transfer for which consent is required hereby and which is made without such consent
given in writing is void, notwithstanding the foregoing, AT&T shall have the right to terminate this Agreement at its discretion
at any time following a Triggering Change of Control.


 


		10.2	Services
                                            Provided by Supplier to Third Parties



 


		a.	In
                                            the event that Supplier chooses to use the Materials and Supplier's Network to provide services
                                            to parties other than AT&T, Supplier acknowledges and agrees that:



 


		(a)	AT&T
                                            is facilitating Supplier's collection of data from Supplier's Network only for the purpose
                                            of allowing Supplier to provide services purchased by AT&T under the Master Agreement;



 






    18


     


    

 


		(b)	AT&T
                                            is not facilitating Supplier's collection of data from Supplier's Network for the purpose
                                            of allowing Supplier to provide services to parties other than AT&T;



 


		(c)	any
                                            services provided by Supplier to parties other than AT&T are not endorsed by AT&T;



 


		(d)	Supplier
                                            is solely responsible for complying with all applicable laws and regulations in providing
                                            such services; and



 


		(e)	Supplier
                                            bears the exclusive liability for all such services including, but not limited to, Supplier's
                                            obligations under Section 7 of this Agreement.



 


		b.	NextNav
                                            is solely responsible for ensuring compliance with all applicable privacy and data security
                                            laws arising from the use of the Equipment.



 


		10.3	Government
                                            Contracting Provisions



 


To
the extent that any Statement of Work or Order indicates that Supplier's performance is subject to certain executive orders (including
E.O. 11246 and E.O. 13201) and statutes (including Section 503 of the Rehabilitation Act of 1973, as amended; the Vietnam Era Veteran's
Readjustment Assistance Act of 1974; Section 8116 of the Defense Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118); and the Jobs
for Veterans Act) pertaining to government contractors, Supplier shall comply with such executive orders and statutes, and their implementing
regulations, as amended, and fulfill the obligations of a contractor under the statutes and rules set forth on Appendix D - Provisions
Relating to Government Contracts.


 


The
Deliverables described in this Agreement shall be subject to Appendix E - FirstNet Authority Flow Down Provisions.


 


		10.4	Entire
                                            Agreement



 


This
Agreement, including all appendices, exhibits, attachments and documents incorporated by reference, constitutes the final, complete,
and exclusive expression of the Parties' agreement on the matters contained in this Agreement. The terms of this Agreement and an applicable
Order, together with Master Agreement No. 44300.C shall govern in lieu of all other pre-printed, standardized or other provisions that
may otherwise appear in any other paper or electronic record of either Party (such as standard terms on order or acknowledgment forms,
advance shipping notices, invoices, time sheets, and packages, shrink wrap terms, and click wrap terms). All prior written and oral negotiations
and agreements, and all contemporaneous oral negotiations and agreements, between the Parties on the matters contained in this Agreement
are expressly merged into and superseded by this Agreement, except for Master Agreement No. 44300.C and any Orders placed pursuant thereto.
The Parties do not intend that the provisions of this Agreement be explained, supplemented, or qualified through evidence of trade usage
or any prior course of dealings or any course of performance under any prior agreement. In entering into this Agreement, neither Party
has relied upon any statement, estimate, forecast, projection, representation, warranty, action or agreement of the other Party except
for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement other than
any expressly stated in this Agreement.


 






    19


     


    

 


		10.5	Transmission
                                            of Original Signatures and Executing Multiple Counterparts



 


Original
signatures transmitted and received via facsimile, other electronic transmission of a scanned document (e.g., pdf or similar format),
and digital signatures meeting the requirements of the Uniform Electronic Transactions Act or the Electronic Signatures in Global and
National Commerce Act, are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that
of an original signature. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original
but all of which together shall constitute only one document.


 


		10.6	Points
                                            of Contact for this Agreement



 


The
Parties shall engage the following individuals only with regard to this Agreement. This clause does not replace the Notices provision
in the Master Agreement.


 


For
AT&T:


 


Name:
[******]


Email:
[******]


Phone:
[******]


 


For
Supplier:


 


Name:
[******]


Email:
[******]


Phone:
[******]


 


		10.7	Financial
Statements. Supplier shall provide to AT&T quarterly financial statements within 45 days of the end of each quarter.



 


		10.8	Exclusivity
Rights.



 


		10.8.1	Exclusivity
for Public Safety. During the Exclusivity Period as defined in Section 10.8.2 , and subject to the condition set forth in Section 10.8.3,
Supplier shall take all commercially reasonable steps to ensure that its Z-Axis services and Z-Axis SDK are only made available to Public
Safety by, or with the consent of, AT&T (the “Exclusivity Rights”). Such commercially reasonable steps include, but are
not limited to, the following prohibitions:



 


		1.	Supplier
                                            shall not, directly or indirectly, provide its Z-Axis services and Z-Axis SDK to any national
                                            or super regional competitor of AT&T or any of its Affiliates unless: (a) Supplier first
                                            provides at least 30 days prior notice to AT&T; and (b) Supplier obtains, in writing,
                                            an acknowledgement and agreement by the competitor that it will not, directly or indirectly,
                                            sell, market or otherwise make available, Supplier's Z-Axis services or a Host Mobile Application
                                            that incorporates Supplier's Z-Axis SDK to Public Safety;



 


		2.	Supplier
                                            shall not, directly or indirectly, provide its Z-Axis services or Z-Axis SDK to any app developer
                                            for use in a Host Mobile Application made available to Public Safety unless the app developer
                                            first agrees to: (a) join the FirstNet Application Developer Program; (b) submit its Hosted
                                            Mobile Application for certification by FirstNet; and (c) limit the distribution and use
                                            of its Host Mobile Application to Public Safety to the FirstNet App Catalog;



 






    20


     


    

 


		3.	Supplier's
                                            Z-Axis Licensing Agreement shall notify all licensees that they shall not market or sell,
                                            directly or indirectly) a Host Mobile Application that incorporates Supplier's Z-Axis SDK
                                            to Public Safety without Supplier's consent (Supplier's consent to be provided only with
                                            AT&T's express consent); and



 


		4.	Such
                                            other prohibitions and restrictions on the provision of Supplier's Z-Axis services and Z-Axis
                                            SDK to Public Safety as AT&T may reasonably request.



 


In
the event that AT&T discovers that Supplier's Z-Axis services and/or Z-Axis SDK have been made available to Public Safety by any
entity or individual without the consent of AT&T during the Exclusivity Period, AT&T shall provide written notice to Supplier
setting forth the details of the interference with AT&T's sole and exclusive use and benefit of Supplier's Z-Axis services and Z-Axis
SDK to provide Z-axis services to Public Safety. Within 30 days after receipt of AT&T's notice, Supplier shall terminate such entity's
or individual's access to Supplier's Z-Axis services or Z-axis SDK and take all commercially reasonable steps to restore AT&T's sole
and exclusive use and benefit of Supplier's Z-Axis services and Z-Axis SDK to provide Z-axis services to Public Safety. Supplier's failure
to timely remediate any interference after notice from AT&T shall constitute a breach of this Agreement.


 


		10.8.2	Exclusivity
Period. The Exclusivity Period shall begin with the Effective Date and end on the sooner of (a) twelve (12) months after Supplier Network
Ready Date (“NRD”); or (b) August 31, 2021, provided that Supplier has not contributed to any delay in the Supplier Network
Ready Date. In the event that Supplier has contributed to a delay in the Supplier Network Ready Date, the Exclusivity Period shall be
extended for the time attributable for Supplier's delay.



 


		10.8.3	Condition
for the Exclusivity Rights. The Exclusivity Rights shall be contingent upon AT&T's satisfaction of the following condition:



 


		a.	AT&T
                                            has embedded the Z-Axis SDK in at least two (2) Hosted Mobile Applications (including one
                                            (1) high profile application, e.g. Push-to-Talk application) by August 31,
                                            2020. AT&T may seek up to a two (2) month extension of this deadline, not to be unreasonably
                                            withheld by Supplier,



 


		10.8.4	LVA
                                            Integration Costs. As further consideration for the Exclusivity Rights, upon Supplier's submission
                                            of a FirstNet approved LVA app, and execution of the LVA Agreement AT&T shall waive all
                                            integration costs set forth the in the LVA Agreement.



 


[Remainder
of page intentionally blank; signature page follows]


 




    21


     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representative.


 


	 NextNav
LLC
	 	AT&T	Services,
    Inc.
	 	 	 	 
	B
    y:	NextNav
    Holdings, LLC,

    Its
    Manager
	 	 	 
	 	 	 	 	 
	By:	/s/
    Ganesh Pattabiraman	 	By:	/s/
    Amanda Mesa
	Name: 	Ganesh
    Pattabiraman	 	Name:	Amanda
    Mesa
	Title:	Chief
    Executive Officer	 	Title:	Sr.
    Sourcing Manager
	Date:	 	 	Date:	 


 




    22


     


    

 


Appendix
A -- Definitions


 


“Bankruptcy
Event” means Supplier (i) is dissolved; (ii) becomes insolvent (as such term is defined under Section 101(32) of the Bankruptcy
Code; (iii) seeks or becomes subject to the appointment of a trustee, administrator, receiver, custodian, or other similar official duly
appointed under applicable law to liquidate, wind down or administer all or substantially all of its assets; (iv) makes a general assignment,
arrangement or composition with or for the benefit of its creditors; (v) institutes or has instituted against it a bankruptcy or insolvency
proceeding under any federal or state bankruptcy or insolvency code or similar law of any country; (vi) has a resolution passed for its
winding-up or liquidation; or (vii) makes a public announcement that Supplier intends to file bankruptcy, dissolve, wind-down its business
or liquidate.


 


“Change
of Control” means: (a) the direct or indirect sale or transfer of more than 50 % of the equity securities of the Supplier (or
any of its affiliates), or direct or indirect sale or transfer of a majority of the voting power in the Supplier (or any of its affiliates),
to a Person or individual (or group of Persons or individuals acting together), in one or more transactions; (b) any transaction which
has the effect of a change in the management or operation of the Deliverables and Supplier Network; or (c) the sale of all, or substantially
all of any of the Supplier's assets, including, without limitation, its intellectual property. For the avoidance of doubt, the sale or
transfer of any intellectual property (or more than 50% of the equity securities of any entity which directly or indirectly owns such
intellectual property) used in the Deliverables in this Agreement and in Agreement 44300.S.002 (the “AT&T Use Intellectual
Property”) shall be deemed a Change of Control. For the sake of clarity, the reorganization of Supplier from a limited liability
corporation into a corporation under subchapter C of the code of the Internal Revenue Service (i.e., C Corporation) shall not
constitute a Change of Control.


 


“Customer
Information” includes, to the extent received, observed, collected, handled, stored, or accessed, in any way, in connection
with this Agreement: AT&T's or its Affiliates' customers' names, addresses, and phone numbers, any such customer's or its employee's
personal, health or financial information, authentication credentials, Internet activities, history, and/or patterns of use, information
concerning accounts, network performance and usage information, web browsing and wireless application information, location information,
any other information associated with a customer of AT&T or its Affiliates or with persons in the household of a customer of AT&T
or its Affiliates, and any information available to AT&T, its Affiliates and/or the suppliers of AT&T or its Affiliates (for
avoidance of doubt, including Supplier) by virtue of AT&T's or its Affiliates' relationship with customers as a provider of mobile
and non-mobile communications, Internet, data, video, information or other services, including the quantity, technical configuration,
location, type, destination, and amount of use of communications or other services subscribed to, and information contained on the bills
of AT&T's or its Affiliates' customers. [******]


 


“Outage
Event” means any act or omission of Supplier that results in a complete loss of Service and for which no workaround exists;
provided, however, that losses of Services that are caused in full or in part by AT&T, any third party, or weather events
do not constitute Outage Events.


 


“Public
Safety” means:


 


		a.	Any
                                            individual or entity (however organized, including, but not limited to, public agencies,
                                            departments, volunteer organizations, or for profit organizations) engaged in the provision
                                            of police services, fire protection and/or firefighting services, and emergency medical services
                                            to the public;



 


		b.	Any
                                            general medical and/or surgical hospital with an emergency department or trauma center;



 


		c.	Any
                                            freestanding emergency department or trauma center;



 






    23


     


    

 


		d.	Doctors
                                            and nurses employed by, or affiliated with, (b) or (c) above;



 


		e.	Federal,
                                            state or local emergency management agencies;



 


		f.	Any
                                            individual or entity (however organized, including, but not limited to, public agencies,
                                            departments, voluntary organizations, for profit organizations and) engaged in the provision
                                            of emergency (911) call handling or dispatch or performing the functions of a Public Safety
                                            Answering Point; and



 


		g.	The
                                            National Guard and any of its individual members;



 


		h.	Entities
                                            that directly support the entities or individuals described in a. through g. above. For purposes
                                            of the Exclusivity rights Public Safety is limited to a. through g. above.



 


“Protective
Provisions” means the addendum to the Master Agreement, which affords AT&T certain protections with respect to AT&T's
expected benefits from the various agreements between the Parties, that will be entered into between Supplier and AT&T; the Protective
Provisions will include but not be limited to a software escrow for the Deliverables required so AT&T may ensure it has all necessary
elements required for the proper operation of the Deliverables including, but not limited to the Z-Axis SDK, the NextNav Client Software,
Supplier's proprietary cloud software required to calculate the Z-Axis, any other software or hardware required to maintain continuity
of service of the location services and Supplier Network (the “Escrow Materials”), protections against Restricted Entities,
jurisdictional or offshoring adjustments if necessary, and identification of dedicated service individuals and secondment provisions
covering the dedicated service individuals. The Protective Provisions shall include a present grant of licenses to the Escrow Materials,
and provisions for the release of the materials on deposit in the software escrow upon the occurrence of certain events.


 


“Restricted
Entity” means (i) ZTE Corporation, Huawei Technologies Co., Ltd., AO Kaspersky Lab, Hytera Communications Company, Hangzhou
Technology Company, or Dahua Technology Company, or an Affiliate of any entity listed in this clause (i); and (ii) any other entity identified
from time-to-time by AT&T in a written notice to Supplier whose ownership of any interest relating to, or involvement in, this Agreement
or the matters contemplated in this Agreement will materially jeopardize AT&T's or its Affiliates' ability to bid on or receive an
award for procurement contracts or maintain existing contracts with the U.S. federal government or agencies thereof.


 


“System”
means collectively the NextNav Cloud, [******] equipment, NNCS, Z-Axis SDK, and corresponding software that Supplier will provide to
AT&T as part of the Transition Services Agreement.


 


“Transition
Services Agreement” means the addendum to the Master Agreement, which affords AT&T certain protections with respect to
AT&T's expected benefits from the various agreements between the Parties, that will be entered into between Supplier and AT&T;
the Transition Services Agreement will include protections against Changes of Control by [******].


 


“Triggering
Change of Control” means (i) a Restricted Entity acquires more than 20% direct or indirect ownership interest in the equity
securities of Supplier (or any of its Affiliates), (ii) a Restricted Entity obtaining a representative on the board of directors of Supplier,
or (iii) a Restricted Entity becomes a lender to Supplier or manages or operates any assets of Supplier.


 


For
the purposes of this Agreement only, the term “Supplier Network” includes: (i) Supplier's proprietary network, hardware
and software, and any features, functionalities, generated data/outputs and components thereof including, without limitation, Supplier's
software development kit (SDK), and client software (NNCS); and (ii) the AT&T Network Assets made available by AT&T to Supplier
for the purposes of Supplier supplying services to AT&T under this Agreement, subject to the provisions of Section 1.2(e) of Appendix
B (“AT&T Network Assets”).


 




    24


     


    

 


Appendix
B - Description of Deliverables and Pricing


 


Supplier
shall provide the Deliverables in accordance with any Specifications set forth below for the Prices set herein:


 


Rev.
August 6, 2019


 


		1.	DESCRIPTION
                                            OF MATERIAL AND/OR SERVICES:



 


		1.1	Background
and Scope



 


In
February 2012, Congress created the First Responder Network Authority (“FirstNet Authority”), which was to oversee the creation
of a nationwide interoperable broadband network for the first responders and those who directly support them. In March 2017, the FirstNet
Authority awarded AT&T the contract to build this first responder network. Since the awarding of the contract, AT&T has dedicated
the necessary AT&T personnel and resources (the “AT&T FirstNet Program” team) and has been building and operating
the FirstNet platform (“FirstNet Platform”) which provides emergency responders with the first high-speed, nationwide network
dedicated to public safety, also known as the National Public Service Broadband Network (“NPSBN”). The FirstNet Platform
consists of the NPSBN, as well as a variety of ancillary programs of features and services, including an online marketplace used for
the sale and distribution of apps and services specifically developed for first responders (the “FirstNet App Catalog”).


 


Pursuant
to Section 1.2 of Appendix B of this Agreement, the Parties agreed that certain Supplier [******] sensor equipment (collectively that
may be called the “Altitude Station(s)” as further defined in Section 4. Equipment) will be installed on AT&T owned or
leased premises collocated in AT&T's network. This Agreement sets forth the terms for the collocating of the [******] equipment at
AT&T's owned or leased premises.


 


Defined
terms not otherwise defined in this Agreement shall have the same meaning as set forth in the Master Agreement.


 


		1.2	Services
and/or Specifications



 


		a.	Purchase
                                            price. Supplier shall provide the necessary [******] network sensor equipment for
                                            a one-time payment of $[******] per [******] and required installation materials to AT&T
                                            and the grant by AT&T to Supplier of the sole and exclusive right to access, use, and
                                            manage such equipment for the term of this Agreement.



 


Title
shall pass to AT&T upon delivery by Supplier to AT&T of the [******] network sensor equipment. AT&T will not, nor will it
permit any of its Affiliates or Subsidiaries to, sell or transfer title of the [******] network sensor equipment to any third party without
the prior written permission of Supplier.


 






    25


     


    

 


AT&T
will install the [******] equipment provided by Supplier to the AT&T FirstNet Program team at AT&T owned or leased facilities,
which may include cellular sites, commercial business facilities and collocation facilities.


 


		1)	Supplier
                                            altitude system coverage in any county in which service is provided typically will cover
                                            80% or more of the properties with three (3) or more stories.



 


		2)	Supplier
                                            anticipates that approximately [******] Altitude Stations will be required for the 52 AT&T
                                            operational markets to have the [******] installed in as determined by the Parties and as
                                            outlined in Appendix C - “Z-Axis Markets” and as may be updated upon mutual written
                                            agreement by the Parties from time to time.



 


		3)	The
                                            total number of identified [******] altitude sensors needed will be based on a final Supplier
                                            provided network design and subject to mutual agreement by the AT&T FirstNet Program
                                            team and Supplier.



 


		4)	Supplier's
                                            final design will provide specific detail within each of the markets selected.



 


		b.	Warranty:



 


Supplier
will provide new or refurbished replacement [******] kits for failed Altitude Station units at no cost to AT&T. Replacement options
will be identified by the relevant Supplier trouble ticket and shall be based on the following approach:


 


		●	[******];



 


		●	[******].



 


		●	Ultimately,
                                            it is Supplier's responsibility to provide Altitude Stations that work as specified by Supplier.



 


[******]
the Altitude Stations have an estimated MTBF (Mean Time Between Failure) of ten (10) years and very low failure rate.


 


		c.	Supplier
                                            must provide the following key deliverables to AT&T:



 


		1)	Installation
Manual



 


		2)	Final
Schedule for market roll-out/deployment



 


		3)	Market
designs (i.e., Locations of Equipment pursuant to this Agreement)



 


		4)	Weekly
                                            reports during the installation phase - providing status on the progress of the installation
                                            - report to be reviewed at the Weekly Joint/Sync meeting



 


		5)	Jointly
                                            develop processes for installation and maintenance of the Altitude Stations, including sparing
                                            and RMA



 






    26


     


    

 


		d.	Major
                                            Milestones -



 


		1)	Within
                                            thirty (30) days of the Execution of this Agreement Supplier will provide AT&T a detailed
                                            schedule for installation in all selected markets. The Deployment Schedule will be maintained
                                            as a separate deliverable which may be revised from time to time as agreed to by both parties.



 


		2)	November/October
                                            2019: Supplier will begin shipping Altitude Stations to AT&T for installation in the
                                            Controlled Introduction Market, which is the San Francisco/San Jose market.



 


		3)	October/November
                                            2019 - end August 2020: AT&T will purchase and use its best efforts to deploy and install
                                            [******] equipment according to the Deployment Schedule agreed to by the Parties.



 


		4)	November
                                            2019 - end September 2020: Supplier will complete the requisite calibration and integration
                                            with Supplier's cloud provider of the Altitude Stations installed in the agreed to markets
                                            by AT&T.



 


Supplier
and AT&T will make all commercially reasonable efforts to ensure that the delivery schedule of Altitude Stations is adhered to. During
the period of the delivery schedule, AT&T and Supplier will meet on at least a semimonthly basis to review projected and actual market
installation dates. For any market where installation is more than sixty (60) days behind the agreed upon delivery schedule, AT&T
and Supplier will develop a mutually agreeable modified schedule for the installation and associated AT&T payments.


 


		e.	AT&T
                                            Network Assets



 


For
avoidance of doubt, the parties recognize that AT&T will make certain of its network assets available to Supplier for its use in
providing Services to AT&T under this Agreement, including, but not limited to, the [******] equipment, AT&T's owned or leased
facilities, AT&T provided power and the equipment used to deliver it, AT&T backhaul services and the facilities used to deliver
them, and AT&T maintenance equipment and operating systems, are and will remain the property of AT&T (the “AT&T Network
Assets”). The AT&T Network Assets are made available under this Agreement to Supplier for use as part of Supplier's Network
for the purpose of Supplier supplying AT&T services under this Agreement. Supplier specifically disclaims any right of ownership,
whether in law or at equity, to any of the AT&T Network Assets. AT&T shall have no obligation to make the AT&T Network Assets
available to any third party, including, but not limited to, any of Supplier's successors, assigns or transferees, without AT&T's
express written consent


 






    27


     


    

 


		2.	ROLES
                                            AND RESPONSIBILITIES



 


	Table 1: Joint AT&T and Supplier Responsibilities
	Function (Joint)	 	Clarifying Notes
	Altitude Station Certification	 	●	Supplier is responsible to comply with all certifications deemed necessary by AT&T as pre-requisite to installation in the AT&T network.
	 	 	 	 
	 	 	●	Supplier must submit the Altitude Station for RAN/Device Aggression testing and CSO Security Certification.
	 	 	 	 
	 	 	●	AT&T will conduct the actual certifications deemed necessary.
	 	 	 	 
	Market Selection	 	●	Joint activity between AT&T and Supplier. Supplier to use information provided by the FirstNet Project Team (using information provided by FirstNet sales channels) to finalize the coverage in the selected markets. AT&T's FirstNet Project team is responsible for confirming Market Selection and coverage based on FirstNet needs within the market
	 	 	 	 
	Installation and Maintenance Process	 	●	Supplier must work with AT&T to develop installation processes that align with AT&T's current best practices.
	 	 	 	 
	 	 	●	Supplier must work with AT&T to develop maintenance/repair processes that align with AT&T's current best practices. Supplier recognizes that all maintenance and repair processes may be limited or modified in a Force Majeure event.





 


 


	Table 2: Supplier Responsibilities
	Function (Supplier)	 	Clarifying Notes
	Market Design and Site Survey/Selection for collocation	 	●	Supplier is basing site selection from a list of 89+K cell site locations for collocation and on a set of rules AT&T has agreed to for site selection; specifically selecting sites within market that have shelter or outdoor cabinets.
	 	 	 	 
	 	 	●	Market design process will be iterative until the final site selection is agreeable to both Parties. The goal is to eliminate or minimize the number of sites that require lease amendments or 3rd party installers.
	 	 	 	 
	Hardware Development and compliance to AT&T standards	 	●	Supplier to ensure that the Altitude Stations meet/satisfy the relevant AT&T standards for h/w installed at cell sites as defined in table-3 “Hardware Standard” below.
	 	 	 	 
	Altitude Station Kit	 	●	Supplier will provide to AT&T the Altitude Station Kits (all parts required for the installation).
		 	 	 
	 	 	The Altitude Station Kits will include:
	 	 	[******]
	 	 	 	 
	 	 	●	Supplier is responsible for shipping the Altitude Stations to AT&T Warehouse.
	 	 	 	 
	Installation & Maintenance (Costs)	 	●	Supplier will be responsible for the costs associated with the installation and maintenance of the equipment outlined herein in the amounts identified below.
	 	 	 	 
	Installation Guide	 	●	Supplier is responsible for providing AT&T with the detailed Installation guide - demonstrating the possible ways to install the Altitude Station depending on the shelter/structure at the site selected for collocation.
	 	 	 	 
	
    Service Integration

     
	 	●	Executing device Calibration and Communication Testing (per Altitude Station) and then overall per Market.
	 	 	 	 
	Configuration Management	 	●	Supplier will configure updates to the Altitude Stations remotely over the air.





 






    28


     


    

 


 


	Table 2: Supplier Responsibilities
	Function (Supplier)	 	Clarifying Notes
	Altitude Station Monitoring	 	●	Supplier will monitor the Altitude Stations from Supplier's existing NOC. 
	 	 	 	 
	 	 	●	The Supplier NOC will respond to alarms, triage issues (including low voltage), apply remote fixes and escalate issues (via email) to AT&T when field repair is needed.
	 	 	 	 
	Sparing	 	 	[******]  
	 	 	 	 
	 	 	●	[******]
	 	 	 	 
	 	 	●	Spares will be provided and replenished for $[******] per unit.
	 	 	 	 
	RMA (Shipping)	 	●	Supplier will pay the shipping cost for the initial delivery of equipment, and to return failed equipment removed from the field. 
	 	 	 	 
	Reports	 	●	Supplier will provide to AT&T a weekly status report of the installation progress. 
	 	 	 	 
	 	 	●	Supplier must provide to AT&T a monthly outage report including: market, reason for outage; service impact, and how long it took to repair.
	 	 	 	 
	Refurbishment	 	●	Supplier will supply new or refurbished Altitude Stations [******] to AT&T for installation 
	 	 	 	 
	Costs	 	●	Supplier shall be responsible for the following costs associated with this Agreement: 
	 	 	 	 
	 	 	1.	AT&T's fees and costs associated with installing the [******];
	 	 	 	 
	 	 	2.	AT&T's fees and costs associated with maintaining the [******];
	 	 	 	 
	 	 	3.	The costs associated with reviewing leases and lease amendments for potential installation of the [******];
	 	 	 	 
	 

                                                                                 
	 	4.	The costs associated with pre-installation surveys.
	 	 	5.	Supplier shall $5,000,000 toward the installation of the [******] that will also cover the cost to review leases to ensure the [******] may be installed on such premises and for maintaining Supplier's Network. AT&T shall invoice Supplier at the end of each month for all installations performed in the month, and such invoices shall be due within thirty (30) days.
	 	 	 	 
	 	 	6.	LTE backhaul service starting at the end of the 3rd year of this Agreement if so required by the terms of Section 1.3 (a) of this Agreement; and
	 	 	 	 
	 	 	7.	Power for Supplier's Network starting at the end of the 3rd year of this Agreement if so required by Section 1.3 (a) of this Agreement.





 



    29


     


    

 





	Table 3: AT&T Responsibilities
	Function (AT&T)	 	Clarifying Notes
	Hardware Standard	 	●	AT&T will provide the AT&T hardware standards for DC Power and ground wiring to Supplier: approved wire type; approved wire size to DC plant; ground wire size; approved connection lugs surge protector.
	 	 	 	 
	 	 	●	AT&T will review Supplier hardware design and certify that it meets the standard for installation.
	 	 	 	 
	 	 	●	AT&T will permit Supplier to purchase under their vendor pricing.
	 	 	 	 
	Power	 	●	AT&T will provide and pay for access to -48V DC power required for the Altitude Stations and battery or generator backup as available pursuant to the Agreement.
	 	 	 	 
	Data Backhaul	 	●	Supplier will use AT&T's network to provide the data backhaul required to transfer the data from the Altitude Stations and MBS sites to Supplier's cloud and servers pursuant to the Agreement.
	Altitude Station Procurement	 	●	AT&T will follow its regular EPL (Equipment Procurement and Logistics) process to procure the Altitude Stations. Among other things, AT&T will issue a purchase order to Supplier for the total quantity of Altitude Stations required.
	 	 	 	 
	 	 	●	Supplier will ship ordered equipment as it becomes available to the warehouse in St. Louis.
	 	 	 	 
	 	 	●	AT&T will distribute the equipment to installation work sites as necessary.
	 	 	 	 
	Warehousing	 	●	AT&T's CSSL (Critical Spare Staging Location) will receive Installation Kits (Includes Sensor) and deliver to P&Ds after receiving the electronic ERF (Equipment Release Form) from the Market Equipment Manager.
	 	 	 	 
	Installation	 	●	AT&T responsible for pre-installation site surveys if deemed necessary by AT&T. 
	 	 	 	 
	 	 	●	AT&T will be responsible for installation of the Altitude Stations according to the installation guide and network designs provided by Supplier at Supplier's cost.


 


	Table 3: AT&T Responsibilities
	Function (AT&T)	 	Clarifying Notes
	Installation Process	 	●	AT&T's RAN C&E (Construction and Engineering) team owns developing process flows and MOP to guide the Wireless ECO Field Technicians thru the installation of the Altitude Station. (i.e., work flow, ticket handling, ticket creation definition, and automation of ticket creation for install and maintenance.)
	 	 	 	 
	Sparing	 	●	AT&T will provide a shipping address and a Point of Contact for shipping the spares
	 	 	 	 
	Installation (build)	 	●	Once delivery of the installation kit to the P&D, (Parts and Distribution) is confirmed, a ticket will be created to dispatch field tech to perform installation:
	 	 	 	 
	 	 	 	●	Installation will be project managed in Market
	 	 	 	 
	 	 	 	●	Field Tech will pick up equipment at the P&D
	 	 	 	 
	 	 	 	●	Field Tech will perform the installation
	 	 	 	 
	 	 	 	●	Field Tech will work with Supplier to close out the installation (including contacting the Supplier NOC to complete the Calibration and Communication Testing)
	 	 	 	 
	Ticket Creation (Maintenance)	 	●	(Pre-requisite: Supplier has completed Triage) Supplier sends notification to AT&T RAN Reliability Center (RRC) compliant with the AT&T approved formatted email; RRC creates an internal trouble ticket to dispatch internal resources to support repair of Altitude Station(s).



 




    30


     


    

 


	Table 3: AT&T Responsibilities
	Function (AT&T)	 	Clarifying Notes
	Maintenance/Repairs	 	●	Field Technician will be dispatched to do the repair
	 	 	 	 
	 	 	●	Field Tech will pick up replacement equipment at P&D
	 	 	 	 
	 	 	●	Field Tech will perform the repair (within 7 calendar days of Supplier notification, dependent upon the sophistication of repairs required)
	 	 	 	 
	 	 	●	Field Tech will work with Supplier to close out the repair (including contacting the Supplier NOC to complete the Calibration and Communication Testing)
	 	 	 	 
	RMA (Shipping & Returns)	 	●	AT&T Supply Chain Management will package and ship equipment removed from the field back to Supplier.
	 	 	 	 
	 	 	●	AT&T will pay the shipping cost for the return of equipment removed from the field (except with respect to failed equipment where Supplier will pay for all return costs).
	 	 	 	 
	Lease Reviews	 	●	AT&T will be responsible for conducting lease reviews and/or amendments as deemed necessary by AT&T.


 


		3.	MARKETS



 


The
markets that have been selected and agreed upon by Supplier and AT&T FirstNet Program team are described in Appendix C - “Z
Axis Markets”, as may be updated from time to time upon mutual written agreement of the Parties.


 


		4.	[******]



 


[******]


 


		5.	ACRONYMS
USED IN THE DOCUMENT:



 


	Acronym
	 	Definition
	CSSL	 	Critical
    Spares and Staging Location
	P&D	 	Parts
    and Distribution
	ERF	 	Equipment
    Release Form
	EPL	 	Equipment
    Process and Logistics
	[******]	 	[******]
	[******]	 	[******]
	NOC	 	Network
    Operations Center
	C&E	 	Construction
    and Engineering (RAN)
	NOC	 	Network
    Operations Center
	ECO	 	Engineering
    Construction and Operations
	MTBF	 	Mean
    Time Between Failure


 


Technical
and Contractual Points of Contact for both Parties





AT&T:
[******]


Work
Address: [******]


Email:
[******]


Phone:
[******]


 


NextNav:
[******]


Work
Address: [******]


Email:
[******]


Phone:
[******]


 




    31


     


    

 


Appendix
C - [******]


 




    32


     


    

 


APPENDIX
D - [******]


 




    33


     


    

 


APPENDIX
E - [******]