Exhibit
10.17


 


AST
& SCIENCE, LLC


 


December
15, 2020


 


ATC
TRS IV LLC


116
Huntington Avenue, 11th Floor


Boston,
MA 02116


Attention:
Jason Hirsch


 


Re:
Additional Agreements


 


ATC
TRS IV LLC:


 


This
letter agreement (this “Amended and Restated Letter Agreement”) amends and restates that certain letter (the
“Original Letter”) from AST & Science, LLC, a Delaware limited liability company (the “Company”)
to ATC TRS II LLC, a Delaware limited liability company and predecessor in interest to ATC TRS IV LLC, a Delaware limited liability
company (“you” or the “Investor” and, together with the Company, the “Parties,”
and each, a “Party”), dated October 16, 2019 in connection with the acquisition by the Investor of 149,685
Series B Preferred Shares (the “Preferred Shares”) of the Company, pursuant to that certain Series B Preferred
Shares Purchase Agreement, dated as of October 16, 2019 (the “Purchase Agreement,” and such sale of Series
B Preferred Shares pursuant to the Purchase Agreement, the “Series B Financing”).


 


As
you also know, concurrently with the execution of this Amended and Restated Letter Agreement, the Company and certain of its existing
equity holders are entering into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with New Providence
Acquisition Corp. (“NPA”) and New Providence Management LLC (“NPA Sponsor”). The Equity
Purchase Agreement contemplates a series of transactions the consummation of which will result in (i) NPA becoming the managing
member of the Company and a publicly listed and traded holding company for the Company’s business (NPA after the closing
of the Equity Purchase Agreement, “PubCo”), (ii) each of PubCo and the Company undergoing a recapitalization
transaction to structure the ongoing business into an “UP-C” structure and receive up to $250 million of new investment
capital from NPA investors in a concurrent private offering of PubCo equity (the “PIPE Offering”) and (iii)
in connection with the foregoing, the amendment and restatement of the Company’s limited liability company operating agreement,
the adoption of a new charter and bylaws for PubCo (which will be renamed “AST SpaceMobile, Inc.”), entry into a stockholders’
agreement among the PubCo, NPA Sponsor and certain of AST’s existing equity holders, among other ancillary agreements facilitative
to the foregoing (the transactions and agreements contemplated by the Equity Purchase Agreement, collectively, the “Going
Public Transactions”).


 


As
a result of Going Public Transactions, and for other commercial reasons, the Company and the Investor hereby enter into this Amended
and Restated Letter Agreement pursuant to which the Parties agree as follows:


 


	 	1.	Sale
    of Shares to Competitor. As long as the Investor, together with its affiliated entities, owns no less than all of the
    Preferred Shares purchased by it pursuant to the Purchase Agreement, the Company agrees not to issue and/or sell equity securities
    in the PIPE Offering to a “Cellular Tower Company” defined as any person or company which is primarily engaged
    in the neutral host business, which shall include the operation of telecommunications systems through infrastructure or the
    erection, maintenance and/or provision of space on, or leasing of, telecommunications towers, whether ground based towers,
    rooftop towers, poles or other types of towers or communications systems, including fiber optic cables, or the communications
    facilities situated at various tower or communications sites; for the avoidance of doubt, the expression “Cellular Tower
    Company” will not include wireless mobile network operators or financial sponsors. 


 






    	 



    	 



    

 


	 	2.	Press
    Release. Section 2 of the Original Letter is hereby terminated and void effective upon the closing of the Equity Purchase
    Agreement.
	 	 	 
	 	3.	Commercial
    Agreement. See Annex A hereto which is incorporated herein by reference. 


 


This
Amended and Restated Letter Agreement is effective as of the date first above written.


 


	 	Very
    truly yours,
	 	 
	 	AST
    & SCIENCE, LLC
	 	 
	 	/s/
    Abel Avellan
	 	Abel
    Avellan, CEO


 


	AGREED
    AND ACCEPTED:	 
	 	 
	ATC
    TRS IV LLC 	 
	 	 	 
	By:	/s/
    Edmund DiSanto	 
	Name:	Edmund
    DiSanto	 
	Title:	EVP,
    Chief Administration Officer and General Counsel	 


 




    	 



    	 



    

 


ANNEX
A


 


ATC
TRS IV LLC (“American tower”) and AST&Science LLC (“AST”) Operational Agreement Terms


 


The
terms below amend and restate Annex A to the Original Letter and are effective as of the date of the Amended and Restated
Letter Agreement, to which these terms are attached and incorporated into by reference. These terms are predicated on the availability
of suitable American Tower facilities on a Market (defined below) by Market basis to serve as AST’s terrestrial gateway
facilities (such facilities, including the feeder link equipment, hosted operator cellular radio access equipment and software,
and all other reasonable or necessary equipment or software, collectively, the “Gateway Facilities” and each,
a “Gateway Facility”). Each capitalized term or expression used but not otherwise defined in this annex shall
have the meaning attributed to such term or expression in the Amended and Restated Letter Agreement.


 


Context:


 


AST’s
space platform and Gateway Facilities will provide mobile network operators (each, an “MNO”) mobile services
infrastructure to areas unserved and/or inconsistently served by terrestrial network coverage.


 


Each
Gateway Facility may serve (a) a single MNO or (b) multiple MNOs in each country (each, a “Market”).


 


The
Parties shall negotiate, in good faith, commercial agreements for the placement of Gateway Facilities on a Market by Market basis,
as provided for herein.


 


The
Markets in which Vodafone operates are set forth on Appendix A which, for the avoidance of doubt, shall not be modified
other than by mutual written agreement of the parties (the “Vodafone Markets” and, the Markets where Vodafone
does not operate, the “Carrier Neutral Markets”).


 


	A.	Vodafone
    Markets 


 


In
Vodafone Markets, each American Tower Gateway Facility may serve a single MNO provided that American Tower has local Market operations
with assets that meet AST’s and the MNO’s Service Level Agreement (each, an “SLA”) requirements,
technical requirements and availability. AST shall work with Vodafone and American Tower to evaluate and plan deployments with
preferred vendor status to also offer such facilities in the Vodafone Markets. In Vodafone Markets, the usage of any American
Tower services shall be subject to Vodafone’s, AST’s and American Tower’s mutual technical and commercial agreement
in addition to acquisition, zoning and permitting know-how on a Market by Market basis.


 


	B.	Carrier
    Neutral Markets


 


In
all Markets, American Tower Gateway Facilities may serve multiple MNOs and other service providers provided that American Tower
has local Market operations that meet AST’s and its customers’ SLA requirements, technical requirements and carrier
neutral availability. AST shall work with American Tower to evaluate and plan such deployments on existing or new properties,
or in new Markets. Such deployments shall be subject to the Right of First Bid process set forth herein and the mutual written
agreement of the Parties.


 




    	 



    	 



    

 


In
Carrier Neutral Markets, American Tower may at its sole discretion and upon written commercial and technical agreement with AST,
manage the operation of the AST deployed Gateway Facilities, including access points e/Node B / gNode B transport (the “Managed
Services”) and, where applicable, in connection with AST’s space platform and mobile network. Each Gateway Facility
in each Market will define the services, technical requirements and SLA to be agreed to between AST and American Tower subject
to the Right of First Bid process set forth in Section C herein.


 


	C.	Operational
    Agreement Terms


 


Term:
Five (5) years starting with the initial launch of Bluewalker 3 commercial mobile services by AST from its space platform
for mobile, which date shall be confirmed in writing by AST to American Tower.


 


American
Tower Preferred Vendor Rights: In the event AST requires a third party service provider of a Gateway Facility or services
in a Carrier Neutral Market, AST shall provide detailed requirements, schedules and desired locations in advance in writing to
American Tower. American Tower shall provide an initial estimate to provide such Gateway Facility or services. Should AST reasonably
deem such initial estimate acceptable, AST shall proceed to contract with American Tower. If AST does not, in its reasonable estimation,
deem such estimate acceptable, AST shall put to open bid such Gateway Facility or services, to which process American Tower shall
be invited, in its sole discretion, to participate, but in no case shall AST accept any bid that, all things being equal, is inferior
to American Tower’s best and final proposal. Any such choice of an alternative bidder shall be subject upon American Tower’s
request to a confidential third-party audit to validate such decision. For the avoidance of doubt, this preferred vendor process
shall apply (i) in all markets not set forth on Appendix A and (ii) with respect to any single MNO launches in Carrier Neutral
Markets.


 


American
Tower Preferred Gateway Facility Vendor Status: If in (i) Vodafone Markets where Vodafone elects not to use its own single
MNO facilities, (ii) all Markets not set forth in Appendix A, or (iii) instances where AST requires a third party vendor, American
Tower’s existing or proposed facilities are technically and commercially feasible for the AST’s space mobile services,
then AST will use commercially reasonable efforts to utilize American Tower facilities for AST’s global network and mutually
agree to financial terms. In all cases, the written consent of all AST customers, including the local MNO partners or Vodafone
in Vodafone Markets, shall be a requirement for the use of American Tower facilities or services on a Market by Market basis.


 


Carrier
Neutral Hosting Facilities in Equatorial Markets:


 


AST
shall immediately commence work with American Tower to evaluate and plan Gateway Facility and radio access network data center
deployments with preferred vendor status to offer carrier-neutral hosting facilities in the initial launch Markets set forth on
Appendix B (each, an “Equatorial Market”). In Equatorial Markets, the usage of American Tower Gateway Facilities,
acquisition, zoning and permitting know-how, as well as construction, and operational services shall be subject to the Parties’
mutual technical and commercial agreement, on an Equatorial Market by Equatorial Market basis.


 


Carrier
Neutral Hosting Facilities 


 


During
space mobile network deployments in the initial Equatorial Markets, (subject to the Vodafone Markets) as well as all other future
Markets inclusive of 5G (subject to the Vodafone Markets), American Tower will serve as the preferred vendor for carrier neutral
hosting facilities. Each such carrier neutral hosting facility shall have the ability to serve all MNOs in such Markets. American
Tower’s provision of a carrier neutral hosting facility to AST may include but not be limited to (i) operation of such carrier-neutral
hosting facility, (ii) all ground infrastructure and hosting capabilities necessary to operate such carrier neutral hosting facility,
(iii) the locations for each carrier neutral hosting facility, (iv) all power/electricity and other equipment needed to operate
such carrier-neutral hosting facility, (v) radio and associated computing and networking equipment, and (vi) appropriate security
for each carrier-neutral hosting facility.


 




    	 



    	 



    

 


For
the use of a carrier neutral hosting facility, AST shall pay American Tower a fair market monthly fee (the “Monthly Connection
Fee”) determined by the Parties on a facility-by-facility basis for the use and operation of the applicable carrier
neutral hosting facility. The Monthly Connection Fee will be an amount determined by the size of the facility, the number of AST
MNO partners utilizing the applicable carrier neutral hosting facility and any local Market requirements. AST will negotiate to
charge each MNO partner its pro rata share of the Monthly Connection Fee for the use of the applicable carrier-neutral
hosting facility and such amounts will be paid to American Tower as the Monthly Connection Fee.


 


Should
American Tower and AST mutually agree to construct a new carrier neutral hosting facility or construct improvements required to
an existing carrier neutral hosting facility in order to deliver the SpaceMobile Service in any Market, American Tower may choose
in its sole discretion to incur all such capital expenditures and manage the construction for such improvements (the “American
Tower Investments”). To the extent American Tower Investments are incurred, American Tower will provide AST a fair market,
long-term lease arrangement whereby the underlying lease construct will be based on the return of capital relating to the American
Tower Investments and at a market rate of return for the capital invested (the “Hosting Facility Lease”). AST
will negotiate to charge each MNO partner its pro rata share of the Hosting Facility Lease for the use of the applicable
carrier-neutral hosting facility and such amounts will be paid to American Tower in satisfaction of the payments required by the
Hosting Facility Lease.


 


**Remainder
of Page Intentionally Left Blank – Counterpart Signature Pages to Follow**


 




    	 



    	 



    

 


	AST & SCIENCE, LLC	 
	 	 	 
	By:	/s/
    Abel Avellan	 
	Name:	Abel
    Avellan	 
	Title:	CEO	 
	 	 	 
	ATC TRS IV LLC	 
	 	 	 
	By:	/s/
    Edmund DiSanto	 
	Name:	Edmund
DiSanto	 
	Title:	EVP,
    Chief Administration Officer and General Counsel	 


 


Signature
Page to Annex A – Operational Agreement Terms