Exhibit
10.1 


 


STOCKHOLDERS’
AGREEMENT


 


This
Stockholders’ Agreement (this “Agreement”) is made as of April 6, 2021, by and among (i) AST SpaceMobile,
Inc., a Delaware corporation (the “Company”); (ii) Abel Avellan (“Avellan”); (iii) Invesat
LLC, a Delaware limited liability company (“Invesat”); (iv) Vodafone Ventures Limited, a private limited company
incorporated under the Laws of England and Wales (“Vodafone”); (v) Rakuten Mobile USA Service Inc., a Delaware
corporation (“Rakuten”); (vi) ATC TRS II LLC, a Delaware limited liability company (“American Tower”
and, together with Vodafone, Invesat, Rakuten and Avellan, the “AST Equityholders”); and (vii) New Providence
Management LLC, a Delaware limited liability company (“NPA Sponsor”, and, together with the AST Equityholders,
the “Stockholder Parties”).


 


RECITALS


 


WHEREAS,
the Company has entered into that certain Equity Purchase Agreement, dated as of December 15, 2020 (as it may be amended or supplemented
from time to time, the “Purchase Agreement”), by and among (i) AST & Science LLC, a Delaware limited liability
company (“OpCo”), (ii) the AST Equityholders, (iii) the other existing equityholders of the OpCo (other than
the AST Equityholders) set forth on Annex A thereto, (iv) New Providence Acquisition Corp., a Delaware corporation and predecessor
to the Company (“NPA”), (v) NPA Sponsor and (vi) Avellan as the Existing Equityholder Representative (as defined
therein), pursuant to which the parties thereto have agreed to consummate the transactions contemplated by the Purchase Agreement
(collectively, the “Transaction”);


 


WHEREAS,
pursuant to the Purchase Agreement, among other things, (i) OpCo issued a number of OpCo Common Units (as defined below) to the
Company in exchange for a contribution of cash from NPA, (ii) the Class B common stock of NPA, held by NPA Sponsor, converted
into an equivalent number of shares of Class A Common Stock (as defined below) of the Company, and (iii) the Company issued Class
B Common Stock and Class C Common Stock (each as defined below) to the AST Equityholders;


 


WHEREAS,
in connection with the Transaction, the Company and the Stockholder Parties are party to a Registration Rights Agreement, dated
as of the date hereof (as it may be amended, supplemented, restated and/or modified from time to time, the “Registration
Rights Agreement”);


 


WHEREAS,
in connection with the Transaction, the Company, NPA and NPA Sponsor are party to a Voting Agreement, dated as of the date hereof
(as it may be amended, supplemented, restated and/or modified from time to time, the “NPA Sponsor Voting Agreement”);


 


WHEREAS,
in connection with the Transaction, the Stockholder Parties have agreed to execute and deliver this Agreement;


 


WHEREAS,
as of immediately following the closing of the Transaction (the “Closing”), each of the Stockholder Parties
Beneficially Owns (as defined below) the respective number of shares of Class A common stock, par value $0.0001 per share (the
“Class A Common Stock”), Class B common stock, par value $0.0001 per share (the “Class B Common Stock”),
Class C common stock, par value $0.0001 per share (the “Class C Common Stock” and together with the Class A
Common Stock and the Class B Common Stock, the “Common Stock”), of the Company, set forth on Annex A
hereto);


 




    	 



    	 



    

 


WHEREAS,
the Stockholder Parties in the aggregate Beneficially Own (as defined below) shares of Common Stock representing more than fifty
percent (50%) of the outstanding voting power of the Company;


 


WHEREAS,
the number of shares of Common Stock Beneficially Owned by each Stockholder Party may change from time to time, in accordance
with the terms of (w) the Purchase Agreement, (x) the Amended and Restated Certificate of Incorporation of the Company, as it
may be amended, supplemented and/or restated from time to time (the “Charter”), (y) the by-laws of the Company,
as they may be amended, supplemented and/or restated from time to time (the “By-laws”) and (z) the Registration
Rights Agreement, which changes shall be reported by each Stockholder Party in accordance with the applicable provisions of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”);


 


WHEREAS,
each of the Stockholder Parties believes that it is in their respective best interests to qualify the Company as a “controlled
company” under Listing Rule 5615(c) of The Nasdaq Stock Market LLC (“Nasdaq”); and


 


WHEREAS,
the AST Equityholders desire to maintain a group and to enter into this Agreement to provide for voting agreements, pursuant to
which all of the AST Equityholders’ shares of Common Stock will be voted together with respect to elections of the Company’s
board of directors (the “Board”).


 


NOW
THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.
Definitions. Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to them in
the Purchase Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings
indicated when used in this Agreement with initial capital letters:


 


“Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.


 


“American
Tower Holders” shall mean American Tower and its Permitted Transferees.


 


“Avellan
Holders” shall mean Avellan and his Permitted Transferees.


 


“Board”
shall mean the board of directors of the Company.


 


“Closing
Date” shall have the meaning given in the Purchase Agreement.


 




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“Competitor”
shall mean a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation,
joint venture or similar arrangement (whether now existing or formed hereafter)), in the provision of connectivity to standard
and non-standard handsets, sensors and Internet of things devices using satellites, high altitude systems or any other aerial
systems but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates,
holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have
a right to designate any members of the board of directors of any Competitor; and the Company acknowledges that neither Vodafone
nor its Affiliates shall be deemed a Competitor for the purposes of this Agreement with respect to the current business lines
of Vodafone and its Affiliates, and that UBS O’Connor LLC (and its affiliated entities or funds) shall not be deemed as
Affiliates of NPA Sponsor for purposes of this definition of “Competitor”.


 


“Confidential
Information” shall mean all information (whether or not specifically identified as confidential), in any form or medium,
that is disclosed to, or developed or learned by, the Company or any of its Subsidiaries, or a Stockholder Party, as the case
may be, in the performance of duties for, or on behalf of, the Company or any of its Subsidiaries or that relates to the business,
products, services or research of the Company or any of its Subsidiaries or any of their investors, partners, Affiliates, strategic
alliance participants, officers, directors, employees or stockholders or their respective Affiliates, including, without limitation:
(i) internal business information of the Company and its Subsidiaries (including, without limitation, information relating to
strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and
programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods);
(ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company or
any of its Subsidiaries, its Affiliates, their respective customers and their respective confidential information; (iii) any confidential
or proprietary information of any third party that the Company or any Subsidiary of the Company has a duty to maintain confidentiality
of, or use only for certain limited purposes; (iv) industry research compiled by, or on behalf of the Company or any of its Subsidiaries,
including, without limitation, identities of potential target companies, management teams, and transaction sources identified
by, or on behalf of, the Company or any of its Subsidiaries; (v) compilations of data and analyses, processes, methods, track
and performance records, data and data bases relating thereto; and (vi) information related to the Company’s Intellectual
Property and updates of any of the foregoing; provided that “Confidential Information” shall not include any
information that a Stockholder Party can demonstrate has become generally known to and widely available for use other than as
a result of the acts or omissions of such Stockholder Party or any Person over which such Stockholder Party has control to the
extent such acts or omissions are not authorized by such Stockholder Party in the performance of such Person’s assigned
duties for such Stockholder Party.


 


“Invesat
Holders” shall mean Invesat and its Permitted Transferees.


 


“Law”
shall mean any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order.


 


“Lock-up
Period” shall mean the period beginning on the Closing Date and ending on the date that is the first (1st)
anniversary of the Closing Date.


 




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“Lock-up
Shares” shall mean (i) the shares of Common Stock received by the Stockholder Parties in connection with the Transactions
on the Closing Date, (ii) any shares of Common Stock received after the Closing Date by any Stockholder Party pursuant to a Redemption
(as defined in the OpCo LLCA) of the OpCo Common Units held as of the Closing Date, and (iii) the PubCo Warrants held as of the
Closing Date and any shares of Common Stock issued to Stockholder Parties upon exercise of any such warrants.


 


“Necessary
Action” shall mean, with respect to any party and a specified result, all actions (to the extent such actions are not
prohibited by applicable Law, within such party’s control and do not directly conflict with any rights expressly granted
to such party in this Agreement, the Purchase Agreement, the Registration Rights Agreement, the Charter or the By-laws) reasonably
necessary and desirable within his, her or its control to cause such result, including, without limitation (i) calling special
meetings of the Board and the stockholders of the Company, (ii) voting or providing a proxy with respect to the Voting Shares
Beneficially Owned by such party, (iii) voting in favor of the adoption of stockholders’ resolutions and amendments to the
Charter or the By-laws, (iv) requesting members of the Board (to the extent such members were elected, nominated or designated
by the party obligated to undertake such action) to act (subject to any applicable fiduciary duties) in a certain manner or causing
them to be removed in the event they do not act in such a manner and (v) making, or causing to be made, with governmental, administrative
or regulatory authorities, all filings, registrations or similar actions that are required to achieve such a result.


 


“NPA
Sponsor Holders” shall mean NPA Sponsor and its Permitted Transferees.


 


“OpCo
Common Units” shall mean the “Common Units” of OpCo as defined in the OpCo LLCA.


 


“OpCo
LLCA” shall mean the Fifth Amended and Restated Limited Liability Company Operating Agreement of OpCo, dated as of April
6, 2021, as it may be amended, supplemented, restated and/or modified from time to time.


 


“Permanently
Incapacitated” shall mean, with respect to any Person, when a competent medical authority who is treating such Person
has given a written opinion to the Company stating that such Person has become permanently incapable of carrying out his or her
functions as an officer or member of the Board, as applicable.


 


“Permitted
Transferees” shall mean, with respect to any stockholder of the Company party to this Agreement: (i) the Company, OpCo,
or any of their Subsidiaries; (ii) any Person approved in writing in advance by the Board, in its sole discretion; (iii) in the
case of Invesat, Vodafone, Rakuten and NPA Sponsor, any of their controlled or controlling Affiliates (only for so long as such
transferee remains a controlled or controlling Affiliate); and (iv) if the stockholder is a natural Person, any of such stockholder’s
controlled Affiliates, or any trust or other estate planning vehicle that is under the control of such stockholder and for the
sole benefit of such stockholder and/or such stockholder’s spouse, former spouse, ancestors and descendants (whether natural
or adopted), parents and their descendants and any spouse of the foregoing Persons, in the case of each of clauses (i) through
(iv), only if such transferee becomes a party to this Agreement; provided that, notwithstanding the foregoing, in no event
will any Person that is a Competitor to the Company be a Permitted Transferee hereunder.


 




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“Person”
shall mean individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated
organization or any other entity, including a governmental authority.


 


“Rakuten
Holders” shall mean Rakuten and its Permitted Transferees.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Stockholder
Designating Party” shall mean each of Avellan, Invesat, Vodafone, Rakuten, NPA Sponsor and American Tower.


 


“Stockholder
Shares” shall mean all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder
Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.


 


“Subsidiary”
shall mean, with respect to any Person, (i) any corporation of which more than fifty percent (50%) of the outstanding voting securities
is, directly or indirectly, owned by such Person, and (ii) any partnership, limited liability company, joint venture or other
entity of which more than fifty percent (50%) of the total equity interest is, directly or indirectly, owned by such Person or
of which such Person or any Subsidiary is a general partner, manager, managing member or the equivalent.


 


“Sunset
Date” shall mean, the first date, following the Closing Date, on which either (i) the Avellan Holders Beneficially Own
a number of shares of Class A Common Stock representing less than twenty percent (20%) of the number of shares of Class A Common
Stock Beneficially Owned by the Avellan Holders immediately following the Closing Date (assuming, for this purpose, that all outstanding
OpCo Common Units are and were exchanged at the applicable times of measurement by the AST Equityholders for shares of Class A
Common Stock in accordance with the OpCo LLCA and without regard to the Lock-up or any other restriction on exchange) or (ii)
Avellan dies or becomes Permanently Incapacitated.


 


“Transfer”
shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act
with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).


 


“Vodafone
Holders” shall mean Vodafone and its Permitted Transferees.


 




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2.
Agreement to Vote. During the term of this Agreement, each AST Equityholder shall vote or cause to be voted all securities
of the Company that may be voted in the election of the Company’s directors registered in the name of, or beneficially owned
(as such term is defined in Rule 13d-3 under the Exchange Act, including by the exercise or conversion of any security exercisable
or convertible for shares of Common Stock, but excluding shares of stock underlying unexercised Options or warrants) (“Beneficially
Owned” or “Beneficial Ownership”) by such AST Equityholder, including any and all securities of the
Company acquired and held in such capacity subsequent to the date hereof (hereinafter referred to as the “Voting Shares”),
in accordance with the provisions of this Agreement, including, without limitation, voting or causing to be voted all Voting Shares
Beneficially Owned by such AST Equityholder so that the Board is comprised of the Persons designated pursuant to Section 3.
Except as explicitly provided in this Agreement, each AST Equityholder is free to vote or cause to be voted all Voting Shares
Beneficially Owned by such AST Equityholder. For the avoidance of doubt, nothing in this Section 2 shall require an AST
Equityholder to exercise or convert any security exercisable or convertible for voting securities of the Company.


 


3.
Board of Directors.


 


(a)
Board Representation. The Board shall initially consist of thirteen (13) directors, with two (2) director seats being vacant
immediately following the Closing, which seats Avellan may fill at any time. Subject to the terms and conditions of this Agreement,
from and after the date of this Agreement, the Company and each Stockholder Party shall take all Necessary Action to cause, effective
beginning immediately following the Closing Date, the Board to be comprised of eleven (11) directors who, initially, shall be
the Persons identified on Exhibit 3(a). Avellan shall be the individual serving as the initial chairperson of the Board
immediately following the Closing. From and after the Closing Date, until the earlier of Avellan’s retirement or resignation
from the Board or the Sunset Date, each Stockholder Party shall take all Necessary Action to cause Avellan to be the chairperson
of the Board. Notwithstanding the foregoing, on the first date after the Closing Date upon which the Avellan Holders cease collectively
to own voting stock of the Company bearing at least fifty percent (50%) of the outstanding voting power of the Company, the size
of the Board shall, if greater than eleven (11) members on such date, be reduced to eleven (11) members (of which, for the avoidance
of doubt, Avellan shall have the right to nominate five (5) members in accordance with Section 3(b)(ii)(A)).


 


(b)
Avellan Designees.


 


(i)
Subject to Sections 3(b)(ii) and 3(h), the Avellan Holders, by a majority of shares held by them, shall have the
right to nominate, and the Board and the AST Equityholders will appoint and vote for, seven (7) members of the Board (the “Avellan
Designees” and each an “Avellan Designee”), five (5) of which are initially designated as set forth
on Exhibit 3(a) hereto and all of which shall thereafter be designated by the Avellan Holders by a majority of shares held
by them. For the avoidance of doubt, the Avellan Holders shall have the right to nominate the two (2) remaining Avellan Designees
in accordance with this Section 3(b).


 




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(ii)
In the event the Avellan Holders cease collectively, as of any date after the Closing Date, to own voting stock of the Company
bearing at least: (A) fifty percent (50%) of the aggregate outstanding voting power of the Company, the Avellan Holders shall
only be entitled to nominate five (5) members of the Board as of the date Avellan Holders cease to hold the aforementioned requisite
securities of the Company; (B) forty percent (40%) of the aggregate outstanding voting power of the Company, the Avellan Holders
shall only be entitled to nominate three (3) members of the Board as of the date the Avellan Holders cease to hold the aforementioned
requisite securities of the Company; (C) thirty percent (30%) of the aggregate outstanding voting power of the Company, the Avellan
Holders shall only be entitled to nominate two (2) members of the Board as of the date the Avellan Holders cease to hold the aforementioned
requisite securities of the Company; (D) twenty percent (20%) of the aggregate outstanding voting power of the Company, the Avellan
Holders shall only be entitled to nominate one (1) member of the Board as of the date the Avellan Holders cease to hold the aforementioned
requisite securities of the Company; and (E) five percent (5%) of the aggregate outstanding voting power of the Company, the Avellan
Holders shall no longer be entitled to nominate any members of the Board as of the date the Avellan Holders cease to hold the
aforementioned requisite securities of the Company. The Stockholder Parties agree that, in the event the size of the Board is
increased or decreased, the number of Avellan Designees that the Avellan Holders are entitled to appoint to the Board shall increase
or decrease proportionately to the size of the Board.


 


(iii)
Notwithstanding the foregoing, for so long as the Avellan Holders are entitled to nominate at least five (5) members of the Board,
at least one (1) Avellan Designee must (x) qualify as an “independent director” under Nasdaq Rules and (y) qualify
as an “audit committee financial expert” within the meaning of Regulation S-K of the Securities Act.


 


(c)
Invesat Designee.


 


(i)
Until the Invesat Fall-Away Date, the Invesat Holders, by a majority of shares held by them, shall have the right to nominate,
and the Board and the AST Equityholders will appoint and vote for, one (1) member of the Board (the “Invesat Designee”),
who is initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by the Invesat Holders.
The Invesat Designee must at all times qualify as an “independent director” under Nasdaq Rules.


 


(ii)
The “Invesat Fall-Away Date” shall be the first date following the Closing Date on which either of the following
events occurs: (A) the Invesat Holders collectively do not hold at least five percent (5%) of the outstanding Class A Common Stock
of the Company (assuming, for this purpose, that all outstanding OpCo Common Units are and were exchanged at the applicable times
of measurement by the AST Equityholders for shares of Class A Common Stock in accordance with the OpCo LLCA and without regard
to the Lock-up or any other restriction on exchange); or (B) Invesat’s designation rights have been terminated pursuant
to Section 3(h).


 


(d)
Vodafone Designee.


 


(i)
Until the Vodafone Fall-Away Date, the Vodafone Holders, by a majority of shares held by them, shall have the right to nominate,
and the Board and the AST Equityholders will appoint and vote for, one (1) member of the Board (the “Vodafone Designee”),
who is initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by the Vodafone Holders.


 




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(ii)
The “Vodafone Fall-Away Date” shall be the first date following the Closing Date on which either of the following
events occurs: (A) the Vodafone Holders collectively hold neither (x) at least five percent (5%) of the outstanding Class A Common
Stock of the Company nor (y) at least fifty percent (50%) of the outstanding Class A Common Stock of the Company held by the Vodafone
Holders immediately following the Closing (assuming for purposes of clauses (x) and (y), that all outstanding OpCo Common Units
are and were exchanged at the applicable time of measurement by the AST Equityholders for shares of Class A Common Stock in accordance
with the OpCo LLCA and without regard to the Lock-up or any other restriction on exchange); or (B) Vodafone’s designation
rights have been terminated pursuant to Section 3(h).


 


(e)
Rakuten Designees.


 


(i)
Until the First Rakuten Fall-Away Date, the Rakuten Holders, by a majority of shares held by them, shall have the right to nominate,
and the Board and the AST Equityholders will appoint and vote for, one (1) member of the Board, being the “First Rakuten
Designee”, who is initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated
by the Rakuten Holders. Until the Second Rakuten Fall-Away Date, the Rakuten Holders, by a majority of shares held by them, shall
have the right to nominate, and the Board and the AST Equityholders will appoint and vote for, another member of the Board, being
the “Second Rakuten Designee” (together with the First Rakuten Designee, the “Rakuten Designees”),
who is initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by the Rakuten Holders.


 


(ii)
The First Rakuten Fall-Away Date shall be the first date following the Closing Date on which either of the following events occurs:
(1) the Rakuten Holders collectively hold neither (x) at least five percent (5%) of the outstanding Class A Common Stock of the
Company nor (y) at least fifty percent (50%) of the outstanding Class A Common Stock of the Company held by the Rakuten Holders
immediately following the Closing (assuming for purposes of clauses (x) and (y), that all outstanding OpCo Common Units are and
were exchanged at the applicable time of measurement by the AST Equityholders for shares of Class A Common Stock in accordance
with the OpCo LLCA and without regard to the Lock-up or any other restriction on exchange); or (2) Rakuten’s designation
rights have been terminated pursuant to Section 3(h).


 


(iii)
The Second Rakuten Fall-Away Date shall be the first date following the Closing Date on which either of the following events occurs:
(1) the Rakuten Holders do not collectively hold at least ten percent (10%) of the outstanding Class A Common Stock of the Company
(assuming for this purpose that all outstanding OpCo Common Units are and were exchanged at the applicable time of measurement
by the AST Equityholders for shares of Class A Common Stock in accordance with the OpCo LLCA and without regard to the Lock-up
or any other restriction on exchange); or (2) Rakuten’s designation rights have been terminated pursuant to Section 3(h).


 




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(f)
NPA Designee.


 


(i)
Until the NPA Fall-away Date, the NPA Sponsor Holders, by a majority of shares held by them, shall have the right to nominate,
and the Board and the AST Equityholders will appoint and vote for, one (1) member of the Board (the “NPA Designee”),
who is initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by the NPA Sponsor Holders.
The NPA Designee must at all times (x) qualify as an “independent director” under Nasdaq Rules and (y) qualify as
an “audit committee financial expert” within the meaning within the meaning of Regulation S-K of the Securities Act.


 


(ii)
The “NPA Fall-Away Date” shall be the earlier to occur of (A) the date of the expiration of the NPA Designee’s
term as director ending at the second annual meeting of stockholders of the Company following the Closing, or (B) the first date
following the Closing upon which NPA Sponsor’s designation rights have been terminated pursuant to Section 3(h).


 


(g)
American Tower Designee.


 


(i)
Until the American Tower Fall-Away Date, the American Tower Holders, by a majority of shares held by them, shall have the right
to nominate, and the Board and the AST Equityholders will appoint and vote for, one (1) member of the Board (the “American
Tower Designee” and, together with the Avellan Designees, the Invesat Designee, the Vodafone Designee, the Rakuten Designees
and the NPA Designee, the “Stockholder Designees”)), who is initially designated as set forth on Exhibit
3(a) hereto and shall thereafter be designated by the American Tower Holders.


 


(ii)
The “American Tower Fall-Away Date” shall be the first date following the Closing Date on which either of the
following events occurs: (A) the American Tower Holders collectively do not hold at least fifty percent (50%) of the outstanding
Class A Common Stock of the Company held by the American Tower Holders immediately following the Closing (assuming for this purpose,
that all outstanding OpCo Common Units are and were exchanged at the applicable time of measurement by the AST Equityholders for
shares of Class A Common Stock in accordance with the OpCo LLCA and without regard to the Lock-up or any other restriction on
exchange); or (B) American Tower’s designation rights have been terminated pursuant to Section 3(h).


 


(h)
Additional Lapse of Designation Rights. Notwithstanding anything to the contrary set forth in this Agreement, the right
of any Stockholder Designating Party to designate nominees for appointment to the Board as set forth in Section 3(b), Section
3(c), Section 3(d), Section 3(e), Section 3(f) or Section 3(g), shall terminate if at any time
(A) such Stockholder Designating Party or any of its Affiliates becomes a Competitor of the Company, (B) such Stockholder Designating
Party or any of its Affiliates commences any legal proceeding against the Company, its Subsidiaries or any other member of the
Board of Directors; or (C) such Stockholder Designating Party or any of its Affiliates has the right (whether exercised or not)
to designate or appoint a member of or observer to the board of directors (or similar governing body) of any Competitor.


 




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(i)
Resignation; Removal; Vacancies. Any member of the Board designated pursuant to Section 3(b), Section 3(c),
Section 3(d), Section 3(e), Section 3(f) or Section 3(g) may resign, or may be removed either (i)
with or without cause solely at the direction of the Stockholder Designating Party who designated such member of the Board, or
(ii) by the affirmative written vote or written consent of a majority of the remaining members of the Board upon death, disability,
Permanent Incapacity or disqualification of such member of the Board. The Stockholder Designating Party who designated such resigned
or removed director (or such Stockholder Designating Party’s successors or Permitted Transferees) shall have the exclusive
right to designate a replacement for such member of the Board, which individual shall be appointed and approved pursuant to Section
3(b), Section 3(c), Section 3(d), Section 3(e), Section 3(f) or Section 3(g), as applicable,
for so long as such Stockholder Designating Party is entitled to designate such nominee pursuant to such sections.


 


(j)
Voting. Each of the Company and the AST Equityholders agrees not to take, directly or indirectly, any actions (including
removing directors in a manner inconsistent with this Agreement) that would knowingly frustrate, obstruct or otherwise affect
the provisions of this Agreement and the intention of the parties hereto with respect to the composition of the Board as herein
stated. Each AST Equityholder, to the extent not prohibited by the Charter, shall vote all Voting Shares held by such AST Equityholder
in such manner as may be necessary to elect and/or maintain in office as members of the Board those individuals designated in
accordance with this Section 3 and to otherwise effect the intent of the provisions of this Agreement; provided
that, notwithstanding the foregoing, each AST Equityholder agrees that, at all times, at least three (3) directors shall be independent
and qualified to serve on the audit committee under Nasdaq Rules. Each AST Equityholder further agrees until the Sunset Date (i)
to take all Necessary Action reasonably available within their power, including casting all votes to which such AST Equityholder
is entitled in respect of its Voting Shares, whether at any annual or special meeting, by written consent or otherwise, so as
to vote its Voting Shares on all matters submitted to the stockholders of the Company in accordance with the recommendation of
the Board and (ii) not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of such
party’s equity securities of the Company that would prohibit such party from casting such votes in accordance with clause
(i) of this Section 3(j).


 


(k)
From and after the lapse or termination of a Board designation rights set forth in Section 3(b), Section 3(c), Section
3(d), Section 3(e), Section 3(f) or Section 3(g) in accordance with the terms of this Agreement, the
Board seat that would have been designated pursuant to such designation right had such right not lapsed or terminated will be
filled in accordance with the Charter and the By-laws.


 


4.
Stockholder Designee Requirements.


 


(a)
The Company’s and the Stockholder Parties’ obligations with respect to the Stockholder Designees pursuant to this
Agreement shall in each case be subject to each Stockholder Designee’s satisfaction of all requirements set forth in this
Section 4. Each of the Stockholder Designating Parties agrees that they shall designate only Stockholder Designees that
satisfy, and shall cause each of the Stockholder Designees nominated by them to, at all times satisfy, the requirements set forth
in this Section 4.


 




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(b)
Each Stockholder Designee shall, at all times, (i) satisfy all requirements regarding service as a director of the Company under
applicable Law and the listing rules of Nasdaq (the “Nasdaq Rules”), regardless of whether the Nasdaq Rules
then apply to the Company, solely to the extent as has been or will be applicable to all other non-executive directors of the
Company, and all other criteria and qualifications for service as a director applicable to all non-executive directors of the
Company and (ii) satisfy any other requirements for director qualification adopted by the Board and generally applicable to non-employee
directors of the Company.


 


(c)
Each Stockholder Designating Party shall cause each Stockholder Designee designated by it: (i) to make himself or herself reasonably
available for interviews; (ii) to consent to such reference and background checks or other investigations as the Board or Avellan
may reasonably request in order to determine such Stockholder Designee meets the requirements to serve as a director of the Company,
solely to the extent such checks or investigations have been or will be required from all other non-executive directors of the
Company, and (iii) to provide to the Company a completed copy of the directors and officers questionnaire submitted by the Company
to its other directors in the ordinary course of business.


 


(d)
No Stockholder Designee (or any replacement thereof appointed by a Stockholder Designating Party) shall be eligible to serve as
a director if he or she (x) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the
Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K of the Securities Act, (y) has been or could be disqualified
as a “Bad Actor” under Section 506 of Regulation D of the Securities Act or (z) is subject to any outstanding order,
judgment, injunction, ruling, writ or decree of any governmental authority prohibiting service as a director of any public company.
In the event that a Stockholder Designee no longer satisfies all the requirements set forth in (1) the immediately preceding sentence
and (2) Section 4(b), such Stockholder Designee’s term of office shall immediately terminate in accordance with the
Charter and the By-laws, and the vacancy resulting from the termination of such Stockholder Designee’s term of office may
be filled as provided by this Agreement and the Charter and the By-laws. Each Stockholder Designating Party agrees that, in the
event a Stockholder Designee designated by it no longer satisfies the requirements set forth in the immediately preceding sentence,
it shall take all Necessary Action to remove or cause the removal of such Stockholder Designee from the Board.


 


(e)
As a condition to a Stockholder Designee’s designation or election to the Board, pursuant to Section 3, such Stockholder
Designee must provide to the Company:


 


(i)
all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates
for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with applicable
Law, the Nasdaq Rules or the Charter, the By-laws or other corporate governance guidelines;


 


(ii)
all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria
applicable to directors or satisfying compliance and legal or regulatory obligations, solely to the extent such information has
been or will be required from all other non-executive directors of the Company; and


 




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(iii)
an undertaking in writing by such Stockholder Designee:


 


(A)
to be subject to, bound by and duly comply with a standard confidentiality agreement in a form acceptable to the Company, the
code of conduct and other policies of the Company, in each case, solely to the extent applicable to all other non-executive directors
of the Company; and


 


(B)
at the request of the Board, to recuse himself or herself from any deliberations or discussions of the Board or any committee
thereof regarding matters that, in the reasonable determination of the Board, present actual or potential conflicts of interest
with the Company or other matters that, in the reasonable determination of the Board, present actual or potential conflicts of
interest with the Company.


 


5.
Required Approvals.


 


(a)
Notwithstanding anything to the contrary contained in this Agreement, subject to Section 5(c), in addition to any vote
or consent of the Board or the stockholders of the Company required by applicable Law, the Charter or the By-laws, the Board shall
not permit the Company to, and the Company shall not permit any of its Subsidiaries to, take any of the following actions (whether
directly or indirectly by amendment, merger, recapitalization, consolidation or otherwise) without the affirmative vote or written
consent of the Avellan Holders (by a majority of shares held by them) acting in their capacity as stockholders of the Company:


 


(i)
change the size of the Board;


 


(ii)
establish any committee of the Board or change the composition or powers of any committees of the Board, except for any special
committee that outside counsel advises is required or advisable in order for the members of the Board to faithfully discharge
fiduciary duties;


 


(iii)
engagement of any professional advisers, including, without limitation, investment bankers and financial advisers, of the Company,
OpCo or any of their Subsidiaries (but not of the Board or of any committee thereof); or


 


(iv)
materially change the nature or scope of the Company’s business or enter into or abandon a line of business.


 


(b)
Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 5(c), in addition to any vote
or consent of the Board or the stockholders of the Company required by applicable Law, the Charter or the By-laws, the Board shall
not permit the Company, and the Company shall not permit OpCo or any other Subsidiary of the Company, to amend the Charter, the
By-laws, this Agreement, the Registration Rights Agreement, the Tax Receivable Agreement, the certificate of formation or limited
liability company agreement of OpCo or any other organizational or governing document of the Company or OpCo or any other Subsidiary
of the Company that has an adverse effect on the material rights specific to such Stockholder Party (whether directly or indirectly
by amendment, merger, recapitalization, consolidation or otherwise) without the affirmative vote or written consent of such Stockholder
Party in its capacity as a stockholder of the Company.


 




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(c)
Notwithstanding anything to the contrary contained herein, the consent rights of a Stockholder Party set forth in Section 5(a)
and Section 5(b), shall terminate:


 


(i)
with respect to the Avellan Holders, on the Sunset Date;


 


(ii)
with respect to the Invesat Holders, on the Invesat Fall-Away Date;


 


(iii)
with respect to the Vodafone Holders, on the Vodafone Fall-Away Date;


 


(iv)
with respect to the Rakuten Holders, on the Rakuten Fall-Away Date;


 


(v)
with respect to the NPA Sponsor Holders, on the NPA Fall-Away Date; and


 


(vi)
with respect to American Tower, on the American Tower Fall-Away Date.


 


6.
Controlled Company.


 


(a)
The Stockholder Parties agree and acknowledge that by virtue of the combined voting power of the Stockholder Parties of more than
fifty percent (50%) of the total voting power of the shares of capital stock of the Company outstanding as of the Closing, the
Company will, as of the Closing, qualify as a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c).


 


(b)
From and after the Closing, the Company agrees and acknowledges that, unless otherwise agreed by Avellan, it shall elect, to the
extent permitted under the Nasdaq Rules, to be treated as a “controlled company” within the meaning of Nasdaq Listing
Rule 5615(c).


 


7.
Representations and Warranties of Each Stockholder Party. Each Stockholder Party on its own behalf hereby represents and
warrants to the Company and each other Stockholder Party, severally and not jointly, with respect to such Stockholder Party and
such Stockholder Party’s ownership of his, her or its Stockholder Shares set forth on Annex A, as of the Closing
Date:


 


(a)
Organization; Authority. If Stockholder Party is a legal entity, Stockholder Party (i) is duly incorporated or organized,
validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all
requisite power and authority to enter into this Agreement and to perform its obligations hereunder. If Stockholder Party is a
natural person, Stockholder Party has the legal capacity to enter into this Agreement and perform his or her obligations hereunder.
If Stockholder Party is a legal entity, this Agreement has been duly authorized, executed and delivered by Stockholder Party.
This Agreement constitutes a valid and binding obligation of Stockholder Party enforceable in accordance with its terms, except
as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).


 




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(b)
No Consent. Except as provided in this Agreement and for filing requirements under applicable securities laws, no consent,
approval or authorization of, or designation, declaration or filing with, any governmental Authority or other Person on the part
of Stockholder Party is required in connection with the execution, delivery and performance of this Agreement, except where the
failure to obtain such consents, approvals, authorizations or to make such designations, declarations or filings would not materially
interfere with a Stockholder Party’s ability to perform his, her or its obligations pursuant to this Agreement. If Stockholder
Party is a natural person, no consent of such Stockholder Party’s spouse is necessary under any “community property”
or other laws for the execution and delivery of this Agreement or the performance of Stockholder Party’s obligations hereunder.
If Stockholder Party is a trust, no consent of any beneficiary is required for the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby.


 


(c)
No Conflicts; Litigation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, nor compliance with the terms hereof, will (A) if such Stockholder Party is a legal entity, conflict with
or violate any provision of the organizational documents of Stockholder Party, or (B) violate, conflict with or result in a breach
of, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan
or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, concession, franchise, license, notice
or Law applicable to Stockholder Party or to Stockholder Party’s property or assets, except, in the case of clause (B),
that would not reasonably be expected to impair, individually or in the aggregate, Stockholder Party’s ability to fulfill
its obligations under this Agreement. As of the date of this Agreement, there is no Action pending or, to the knowledge of a Stockholder
Party, threatened, against such Stockholder Party or any of Stockholder Party’s Affiliates or any of their respective assets
or properties that would materially interfere with such Stockholder Party’s ability to perform his, her or its obligations
pursuant to this Agreement or that would reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated
by this Agreement.


 


(d)
Ownership of Shares. Stockholder Party Beneficially Owns his, her or its Stockholder Shares free and clear of all Liens.
Except pursuant to this Agreement, the NPA Sponsor Voting Agreement, the Purchase Agreement, and the Registration Rights Agreement,
there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder
Party is a party relating to the pledge, acquisition, disposition, Transfer or voting of Stockholder Shares and there are no voting
trusts or voting agreements with respect to the Stockholder Shares. Stockholder Party does not Beneficially Own (i) any shares
of capital stock of the Company other than the Stockholder Shares set forth on Annex A and (ii) any options, warrants or
other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into
shares of capital stock of the Company, other than as set forth on Annex A (collectively, “Options”).


 




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8.
Covenants of the Company.


 


(a)
The Company shall: (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention
of the parties with respect to the terms of this Agreement and (ii) not take any action that would reasonably be expected to adversely
frustrate, obstruct or otherwise affect the rights of the Stockholder Parties under this Agreement without the prior written consent
of Avellan.


 


(b)
The Company shall (i) purchase and maintain in effect at all times directors’ and officers’ liability insurance in
an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for long as any Avellan Designee
nominated pursuant to this Agreement serves as a director on the Board, maintain such coverage with respect to such Avellan Designee,
and (iii) cause the Charter and the By-laws to at all times provide for the indemnification, exculpation and advancement of expenses
of all directors of the Company to the fullest extent permitted under applicable Law; provided, that upon removal or resignation
of any Avellan Designee for any reason, the Company shall take all actions reasonably necessary to extend such directors’
and officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of
any act or omission occurring at or prior to such event.


 


(c)
The Company shall pay all reasonable out-of-pocket expenses incurred by the members of the Board in connection with the performance
of his or her duties as a director and in connection with his or her attendance at any meeting of the Board. The Company shall
enter into customary indemnification agreements with each member of the Board and each officer of the Company from time to time.


 


9.
Lock-up.


 


(a)
Subject to Sections 9(b) and 9(c), each Stockholder Party agrees that, without the Company’s prior written
consent, it, he or she shall not Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”).


 


(b)
Notwithstanding the provisions set forth in Section 9(a), any Stockholder Party or its Permitted Transferees may Transfer
the Lock-up Shares during the Lock-up Period (i) to any of such Stockholder Party’s Permitted Transferees; or (ii) in connection
with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee
thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
shares of Common Stock for cash, securities or other property subsequent to the Closing Date.


 


(c)
Notwithstanding the provisions set forth in Section 9(a), (i) any shares of Common Stock issued to any Stockholder Party
upon exercise of any of such Stockholder Party’s warrants to purchase Common Stock of the Company shall be deemed to be
Lock-up Shares Beneficially Owned by such Stockholder Party as of the Closing and such exercise shall not be deemed a Transfer
for purposes of this Section 9 and (ii) neither the retirement of shares of Class B Common Stock pursuant to Section 6.3
of the Charter nor the retirement of Class C Common Stock pursuant to Section 6.4 of the Charter shall be deemed a Transfer for
purposes of this Section 9.


 




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(d)
Notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common
Stock equals or exceeds twelve dollars ($12.00) per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) on the principal exchange on which such securities are then listed or quoted for any twenty (20) trading days within
any thirty (30) trading-day period commencing at least one hundred fifty (150) days after the Closing, NPA Sponsor, together with
its Permitted Transferees, may Transfer Lock-up Shares during the Lock-up Period in a cumulative aggregate amount of shares of
Common Stock representing up to one-third (1/3) of the sum of the number of Lock-up Shares Beneficially Owned by NPA Sponsor and
its Permitted Transferees and the number of Stockholder Shares underlying the unexercised PubCo Warrants held by NPA Sponsor,
in each case, as of immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like).


 


(e)
Notwithstanding anything contained herein to the contrary, the Lock-up Period shall expire, and each Stockholder Party, together
with its Permitted Transferees, shall be entitled to Transfer all of the Lock-up Shares, immediately upon the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all
of the Company’s stockholders having the right to exchange their shares of Common Stock of the Company for cash, securities
or other property.


 


10.
No Other Voting Trusts or Other Arrangement. Each AST Equityholder shall not, and shall not permit any entity under such
AST Equityholder’s control to (a) deposit any Voting Shares or any interest in any Voting Shares in a voting trust, voting
agreement or similar agreement, (b) grant any proxies, consent or power of attorney or other authorization or consent with respect
to any of the Voting Shares or (c) subject any of the Voting Shares to any arrangement with respect to the voting of the Voting
Shares, in each case, that conflicts with or prevents the implementation of this Agreement.


 


11.
Additional Shares. Each AST Equityholder agrees that all securities of the Company that may vote in the election of the
Company’s directors that such AST Equityholder purchases, acquires the right to vote or otherwise acquires Beneficial Ownership
of (including by the exercise or conversion of any security exercisable or convertible for shares of Common Stock) after the execution
of this Agreement shall be subject to the terms of this Agreement and shall constitute Voting Shares for all purposes of this
Agreement.


 


12.
No Agreement as Director or Officer. Each Stockholder Party is signing this Agreement solely in his, her or its capacity
as a stockholder of the Company. No Stockholder Party makes any agreement or understanding in this Agreement in such Stockholder
Party’s capacity as a director or officer of the Company or any of its Subsidiaries (if Stockholder Party holds such office).
Nothing in this Agreement will limit or affect any actions or omissions taken by a Stockholder Party in his, her or its capacity
as a director or officer of the Company, and no actions or omissions taken in such Stockholder Party’s capacity as a director
or officer shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict
a Stockholder Party from exercising his or her fiduciary duties as an officer or director to the Company or its stockholders.


 




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13.
Confidentiality. Each Stockholder Party agrees, and agrees to cause its Affiliates, to keep confidential and not disclose,
divulge, or use for any purpose (other than to monitor its investment in the Company) any Confidential Information; provided,
however, that a Stockholder Party may disclose Confidential Information to (a) its attorneys, accountants, consultants,
and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company,
(b) to any Affiliate, partner, member, equityholder or wholly-owned Subsidiary of such Stockholder Party in the ordinary course
of business; provided that such Stockholder Party informs such Person that such information is confidential and directs
such Person to maintain the confidentiality of such information or (c) as may otherwise be required by law, regulation, rule,
court order or subpoena or by obligations pursuant to any listing agreement with any securities exchange or securities quotation
system, provided that such Stockholder Party promptly notifies the Company of such disclosure and takes reasonable steps to minimize
the extent of any such required disclosure.


 


14.
Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party
for the breach of this Agreement by any party hereto and, accordingly, that this Agreement shall be specifically enforceable,
in addition to any other remedy to which such injured party is entitled at law or in equity, and that any breach of this Agreement
shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any
claim or defense that there is an adequate remedy at law for such breach or threatened breach or an award of specific performance
is not an appropriate remedy for any reason at law or equity and agrees that a party’s rights would be materially and adversely
affected if the obligations of the other parties under this Agreement were not carried out in accordance with the terms and conditions
hereof. Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in
connection with or as a condition to obtain any remedy referred to in this Section 14, and each party irrevocably waives
any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.


 


15.
Termination.


 


(a)
Following the Closing, with respect to each Stockholder Party, except as set forth in Section 15(b), (a) Sections 2
(Agreement to Vote), 3 (Board of Directors), 4 (Stockholder Designee Requirements) and 9 (Lock-up) of
this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which such Stockholder
Party no longer has the right to designate a director to the Board under this Agreement; (b) Section 5 (Required Approvals)
of this Agreement shall terminate automatically (without any action by any party hereto) on the first date on which the combined
voting power of the Stockholder Parties no longer exceeds fifty percent (50%) of the total voting power of the Company then outstanding,
(c) Section 6(b) (Controlled Company) shall survive until the Company is no longer considered a “controlled company”
under Nasdaq Rule 5615(c) (or other applicable stock exchange rule) and (d) the remainder of this Agreement shall terminate automatically
(without any action by any party hereto) as to each Stockholder Party when such Stockholder Party ceases to Beneficially Own any
Stockholder Shares.


 




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(b)
Notwithstanding the foregoing, the obligations set forth in Section 13 (Confidentiality), Section 14 (Specific Enforcement),
Section 15 (Termination), Section 16 (Amendments and Waivers), Section 18 (Assignment), Section 21
(Severability), Section 22 (Governing Law), Section 23 (Jurisdiction), and Section 24 (WAIVER OF JURY TRIAL)
shall survive termination of this Agreement.


 


16.
Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver
is in writing and is signed by each Stockholder Party that (i) remains a party to this Agreement at such time and (ii) (x) in
the case of any amendment to the rights of any Stockholder Party hereunder, has such right at the time of such amendment and (y)
in the case of an amendment to any obligation of a Stockholder Party hereunder, remains subject to such obligation at the time
of such amendment. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by Law.


 


17.
Stock Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or
the like, any securities issued with respect to Voting Shares held by AST Equityholders shall become Voting Shares for purposes
of this Agreement (and any securities issued with respect to Lock-up Shares held by Stockholder Parties shall become Lock-up Shares
for purposes of this Agreement). During the term of this Agreement, all dividends and distributions payable in cash with respect
to the Voting Shares shall be paid, as applicable, to each of the undersigned AST Equityholders and all dividends and distributions
payable in Common Stock or other equity or securities convertible into equity with respect to the Voting Shares shall be paid,
as applicable, to each of the undersigned AST Equityholders, but all dividends and distributions payable in Common Stock or other
equity or securities convertible into equity shall become Voting Shares (and all dividends and distributions on Lock-up Shares
payable in Common Stock or other equity or securities convertible into equity shall become Lock-up Shares) for purposes of this
Agreement.


 


18.
Assignment.


 


(a)
Neither this Agreement nor any of the rights, duties, interests or obligations of the Company hereunder shall be assigned or delegated
by the Company in whole or in part.


 


(b)
No Stockholder Party may assign or delegate such Stockholder Party’s rights, duties or obligations under this Agreement,
in whole or in part, except in connection with a Transfer of Stockholder Shares by such Stockholder Party to a Permitted Transferee
in accordance with the terms of the Registration Rights Agreement and this Section 18.


 


(c)
This Agreement and the provisions hereof shall, subject to Section 18(b), inure to the benefit of, shall be enforceable
by and shall be binding upon the respective assigns and successors in interest of each Stockholder Party, as applicable, including
with respect to any of such Stockholder Party’s Stockholder Shares that are transferred to a Permitted Transferee in accordance
with the terms of this Agreement and the Registration Rights Agreement.


 




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(d)
No assignment in accordance with this Section 18 by any party hereto (including pursuant to a Transfer of any Stockholder
Party’s Stockholder Shares) of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company or any other party hereto unless and until each of the other parties hereto shall have received (i) written notice
of such assignment as provided in Section 26 and (ii) the executed written agreement of the assignee, in a form reasonably
satisfactory to Avellan, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or
certificate of joinder to this Agreement) as fully as if it were an initial signatory hereto. Each Stockholder Party shall not
permit the Transfer of any such Stockholder Party’s Stockholder Shares to a Permitted Transferee unless and until the Person
to whom such securities are to be transferred has executed a written agreement as provided in clause (ii) of the preceding sentence.


 


(e)
Any transfer or assignment made other than as provided in this Section 18 shall be null and void.


 


(f)
Notwithstanding anything herein to the contrary, for purposes of determining the number of shares of capital stock of the Company
held by each Stockholder Party, the aggregate number of shares so held by such Stockholder Party shall include any shares of capital
stock of the Company transferred or assigned to a Permitted Transferee in accordance with the provisions of this Section 18;
provided, that any such Permitted Transferee has executed a written agreement agreeing to be bound by the terms and provisions
of this Agreement as contemplated by Section 18(d) above, including agreeing to vote or cause to be voted the Voting Shares
Beneficially Owned by such Permitted Transferee as required of the applicable transferring AST Equityholder.


 


19.
Permitted Transferees. In the event any Permitted Transferee to whom any securities of the Company are transferred hereunder
ceases to be a Permitted Transferee, such Person shall as promptly as practicable following the date upon which he, she or it
ceases to be a Permitted Transferee, Transfer such Company securities to the stockholder from whom such securities were originally
received or acquired.


 


20.
Other Rights. Except as provided by this Agreement, each Stockholder Party shall retain the full rights of a holder of
shares of capital stock of the Company with respect to the Stockholder Shares, including the right to vote the Stockholder Shares
subject to this Agreement.


 


21.
Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


22.
Governing Law. This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or
statute), and the legal relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance
with the Laws of the State of Delaware without reference to its conflicts of laws provisions.


 


23.
Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of
or in connection with, this Agreement shall be brought against any of the parties in the Court of Chancery of the State of Delaware
(the “Chancery Court”) (or, in the event that the Chancery Court does not have jurisdiction, the federal district
court for the District of Delaware or other state courts of the State of Delaware) and each of the parties hereby consents to
the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and
waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere
in the world, whether within or without the jurisdiction of any such courts.


 




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24.
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.


 


25.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument.


 


26.
Notices. Any notices provided pursuant to this Agreement shall be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by electronic mail. Notices provided pursuant
to this Agreement shall be provided, (x) if to the Company, in accordance with the terms of the Purchase Agreement, (y) if to
any other party hereto, to the address or email address, as applicable, of such party set forth on Annex A hereto, or (z)
to any other address or email address, as a party designates in writing to the other parties in accordance with this Section
26.


 


27.
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes
any prior agreement or understanding among the parties, with regard to the subject matter hereof, and no party shall be liable
or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein.


 


28.
Effectiveness. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be effective
upon the Closing. If the Purchase Agreement is terminated in accordance with its terms, this Agreement shall terminate concurrently
therewith and shall be of no further force and effect.


 


[Remainder
of page intentionally left blank; signature pages follow]


 




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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 	 
	 	AST
    SpaceMobile, Inc.
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Tom Severson
	 	Name: 	Tom
    Severson
	 	Title:	Chief
    Operating Officer and Chief Financial Officer


 


[Signature
Page to Stockholders’ Agreement]


 




    	 



    	 



    

 


	 	STOCKHOLDER
    PARTIES:
	 	 
	 	Abel
    Avellan
	 	 
	 	/s/
    Abel Avellan
	 	Abel
    Avellan


 



[Signature
Page to Stockholders’ Agreement]


 




    	 



    	 



    

 


	 	Invesat
    LLC
	 	a
    Delaware limited liability company
	 	 	 
	 	By:	/s/
    Adriana Cisneros
	 	Name: 	Adriana
    Cisneros
	 	Title:	President


 


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	 	Vodafone
    Ventures Limited
	 	a
    private limited company organized under the Laws of England and Wales
	 	 	 
	 	By:	/s/
    Edward Verner
	 	Name: 	Edward
    Verner
	 	Title:	Authorized
    Signatory


 


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	 	Rakuten
    Mobile USA Service Inc.,
	 	a
    Delaware Corporation
	 	 	 
	 	By:	/s/
    Kaname Sueyoshi
	 	Name: 	Kaname
    Sueyoshi
	 	Title:	Authorized
    Signatory


 


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	 	ATC
                                         TRS II LLC


a
Delaware limited liability company



	 	 	 
	 	By:	/s/
    Edmund DiSanto
	 	Name: 	Edmund
    DiSanto
	 	Title:	EVP,
    Chief Administration Officer and General Counsel


 


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	 	New
    Providence Management LLC
	 	a
    Delaware limited liability company
	 	 	 
	 	By:	/s/
    Alexander Coleman
	 	Name: 	Alexander
    Coleman
	 	Title:	Co-Chief
    Executive Officer


 


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Annex
A


 


Stockholder
Shares


 


	Holder	 	Address	 	Shares
    of Common Stock	 	Warrants	 	Options	 	Other
    Equity Securities/Rights to Acquire Equity Securities
	Abel
    Avellan	 	
	 	Class
    C Common Stock: 78,163,078	 	—
    	 	—	 	78,163,078
    AST 

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	Invesat
    LLC	 	
	 	Class
                                         A Common Stock:

        200,000

        Class
        B Common Stock:

        9,932,541
	 	—
    	 	319,033
    AST Incentive Equity Options	 	9,932,541
    AST

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	Tom
    Severson	 	
	 	Class
                                         B Common Stock:

        1,595,165
	 	—
    	 	1,566,162
    AST Incentive Equity Options	 	1,595,165
    AST 

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	Vodafone
    Ventures Limited	 	Vodafone
                                         Group Services Limited

        Attn:
        Vodafone Group General Counsel & Company Secretary

        One
        Kingdom Street, Paddington Central,

        London
        W2 6BY
	 	Class
                                         A Common Stock:

        1,000,000

        Class
        B Common Stock:

        9,044,454
	 	—
    	 	—
    	 	9,044,454
    AST

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	ATC
    TRS II LLC	 	116
                                         Huntington Avenue – 11th floor

        Boston,
        MA 02116
	 	Class
                                         A Common Stock:

        2,500,000

        Class
        B Common Stock:

        2,170,657
	 	—
    	 	—
    	 	2,170,657
    AST

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	Rakuten
    Mobile Service USA Inc.	 	Attn:
                                         Mitsuru Koyama

        1-14-1
        Tamagawa, Setagaya-ku

        Tokyo
        158-0094 Japan
	 	Class
                                         A Common Stock:

        2,500,000

        Class
        B Common Stock:

        28,520,155
	 	—
    	 	—
    	 	28,520,155
    AST

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	Samsung
    Next Fund LLC	 	665
                                         Clyde Avenue

        Mountain
        View, CA 94043

        Attention:
        Raymond Liao
	 	Class
                                         B Common Stock:

        361,769
	 	—
    	 	—
    	 	361,769
    AST

    Common Units
	 	 	 	 	 	 	 	 	 	 	 
	Oscar
    S. Garcia	 	540
                                         Brickell Key Drive #109

        Miami,
        FL 33134

        with
        a copy to:

        c/o
        InterFlight Global Corporation

        Miami
        Center

        201
        S. Biscayne Blvd, 28th Floor

        Miami,
        FL 33131
	 	Class
                                         B Common Stock:

        12,181
	 	—
    	 	16,822
    AST Incentive Equity Options	 	12,181
    AST

    Common Units


 




    	 



    	 



    

 


Exhibit
3(a)


Initial
Board Designees


 


	 	1.	The
    Avellan Designees shall initially be:


 


	 	●	Abel
    Avellan, who shall serve as the initial chairperson of the Board
	 	 	 
	 	●	Tom
    Severson
	 	 	 
	 	●	Richard
    Sarnoff
	 	 	 
	 	●	Julio
    Torres
	 	 	 
	 	●	Ronald
    Rubin


 


	 	2.	The
    Invesat Designee shall initially be Adriana Cisneros.
	 	 	 
	 	3.	The
    First Rakuten Designee shall initially be Mickey Mikitani.
	 	 	 
	 	4.	The
    Second Rakuten Designee shall initially be Tareq Amen.
	 	 	 
	 	5.	The
    Vodafone Designee shall initially be Luke Ibbetson.
	 	 	 
	 	6.	The
    NPA Designee shall initially be Alex Coleman.
	 	 	 
	 	7.	The
    American Tower Designee shall initially be Ed Knapp.