Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2021, is made and entered into
by and among: (i) New Providence Acquisition Corp., a Delaware corporation (“NPA”); (ii) New Providence
Management LLC, a Delaware limited liability company (the “Sponsor”); and (iii) the Persons identified
as AST Equityholders on the signature pages hereto (collectively, the “AST Equityholders” and together
with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this
Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
NPA has entered into that certain Equity Purchase Agreement, dated as of December 15, 2020 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”),
by and among NPA, Sponsor, AST & Science LLC (“AST”), certain of the AST Equityholders and the Existing
Equityholder representatives (as defined therein), pursuant to which and subject to the terms and conditions contained therein
(i) the Company will reclassify the Existing Company Units (as defined in the Purchase Agreement) held by the AST Equityholders
into new Common Units (as defined in the Purchase Agreement) and (ii) NPA will contribute to AST the Closing Date Contribution
Amount (as defined in the Purchase Agreement) and, in consideration thereof, AST will issue to NPA 51,729,704 common units in
AST (the “Common Units”) (collectively, the “Transactions”);


 


WHEREAS,
concurrently with the consummation of the Transactions, NPA will be renamed “AST SpaceMobile Inc.” (NPA, following
the consummation of the Transactions, the “Company”);


 


WHEREAS,
pursuant to the amended and restated its certificate of incorporation of the Company (such amended and restated certificate of
incorporation, as the same may be amended, restated, amended and restated, supplemented or otherwise modified form time, the “Company
Certificate of Incorporation”), the Company is authorized to issue the following classes of stock: (A) Class A Common
Stock, par value $0.0001 per share (the “Class A Common Stock”), (B) Class B Common Stock, par value
$0.0001 per share, and (C) Class C Common Stock, par value $0.0001 per share;


 


WHEREAS,
following the consummation of the Transactions, AST has provided the AST Equityholders with a redemption right pursuant to which
the AST Equityholders may redeem their Common Units for cash or, at the Company’s option, exchange Common Units for an equal
number of shares of Class A Common Stock upon the terms and subject to the conditions set forth in the Fifth Amended and Restated
Limited Liability Company Operating Agreement of AST (as the same may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “AST LLC Agreement”) and the Company Certificate of Incorporation;
and


 


WHEREAS,
in connection with the consummation of the transactions described above, the Company and the Holders desire to enter into this
Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities
(as defined below) on the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 




    	 



     


    

 


Article
I

DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Additional
Registrable Security” shall mean (i) any shares of Class A Common Stock issued by the Company to a Holder in connection
with the redemption by a Holder of Common Units owned by any Holder and (ii) any other equity security of the Company or any of
its subsidiaries issued or issuable with respect to any securities referenced in clause (i) above by way of a stock dividend or
stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared
effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information
public.


 


“Action”
shall mean any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any Governmental Authority.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“AST
Equityholders” shall have the meaning given in the Preamble hereto.


 


“AST
LLC Agreement” shall have the meaning given in the Recitals hereto.


 


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


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


“Class
A Common Stock” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Units” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Company
Certificate of Incorporation” shall have the meaning given in the Recitals hereto.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.5.


 




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“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority Inc.


 


“Form
S-1 Shelf” shall have the meaning given in Section 2.1.1.


 


“Form
S-3 Shelf” shall have the meaning given in Section 2.1.1.


 


“Governmental
Authority” shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority,
regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental
commission, department, board, bureau, agency or instrumentality, court or tribunal.


 


“Governmental
Order” shall mean any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case,
entered by or with any Governmental Authority.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Initial
Registrable Security” shall mean (i) any outstanding shares of Class A Common Stock held by a Holder immediately
following the Closing, (ii) any shares of Class A Common Stock that may be acquired by Holders upon the exercise of a warrant
or other right to acquire Class A Common Stock held by a Holder immediately following the Closing, (iii) any outstanding shares
of Class A Common Stock or warrants to purchase shares of Class A Common Stock (including any shares of Class A Common Stock issued
or issuable upon the exercise of any such warrant) of the Company acquired by a Holder following the date hereof to the extent
that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate”
(as defined in Rule 144) of the Company, and (iv) any other equity security of the Company or any of its subsidiaries issued or
issuable with respect to any securities referenced in clause (i), (ii) or (iii) above by way of a stock dividend or stock split
or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.


 


“Issuer
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Law”
shall mean any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.


 


“Lock-up
Period” shall have the meaning given in the Stockholders Agreement.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1.6.


 


“Minimum
Block Threshold” shall have the meaning given in Section 2.4.1.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.5.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus,
in the light of the circumstances under which they were made) not misleading.


 




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“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Lock-up Period pursuant to the Stockholders Agreement.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Primary
Shares” shall have the meaning given in Section 2.1.2.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Purchase
Agreement” shall have the meaning given in the Recitals hereto.


 


“Registrable
Security” shall mean collectively the Initial Registrable Securities and the Additional Registrable Securities;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities upon the earliest to occur of: (i) a Registration Statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement by the applicable Holder; (ii) such securities shall have been otherwise transferred, new certificates
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have
ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated
under the Securities Act (but without the requirement to comply with any volume limitations); and (v) such securities have been
sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For the
avoidance of doubt, while Common Units may constitute Registrable Securities, under no circumstances shall the Company be obligated
to register Common Units, and only shares of Class A Common Stock issuable upon redemption or exchange of Common Units will be
registered.


 


“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the expenses of a Registration, including, without limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities
exchange on which the Class A Common Stock is then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 


(F)
reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten
Offering.


 




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“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including any Shelf, and, in each case, including the Prospectus included in such registration statement, amendments
(including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated
by reference in such registration statement.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.6.


 


“Restricted
Shares” shall mean shares of Class A Common Stock issued under an Issuer Shelf Registration Statement which if sold
by the holder thereof would constitute “restricted securities” as defined under Rule 144 when acquired by a transferee.


 


“Rule
144” shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor
rule thereto that may be promulgated by the Commission.


 


“Rule
415” shall mean Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor
rule thereto that may be promulgated by the Commission.


 


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


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf, any Issuer Shelf Registration Statement or any Subsequent Shelf Registration,
as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Stockholders
Agreement” shall mean the Stockholders Agreement of the Company, dated as of April 6, 2021, by and among the Company
and the AST Equityholders, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time.


 


“Subsequent
Shelf Registration” shall have the meaning given in Section 2.1.3.


 


“Total
Limit” shall have the meaning given in Section 2.1.5.


 


“Transactions”
shall have the meaning given in the Recitals hereto.


 


“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).


 




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“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making
activities.


 


“Underwritten
Lock-Up Period” shall have the meaning given in Section 3.4.3.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.5.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.7.


 


“Yearly
Limit” shall have the meaning given in Section 2.1.5.


 


Article
II

REGISTRATIONS AND OFFERINGS


 


2.1
Shelf Registration.


 


2.1.1
Filing. The Company shall file within 90 days of the Closing Date, and use commercially reasonable efforts to cause to
be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form
S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on
Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all the Initial Registrable Securities
(determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale
of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested
by, any Holder named therein. Subject to Sections 2.1.3 and 3.4, the Company shall maintain a Shelf in accordance
with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company
shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form
S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3.


 


2.1.2
Issuer Shelf Registration. The Company shall file within nine months of the Closing Date, and use commercially reasonable
efforts to cause to be declared effective as soon as reasonably practicable thereafter, a Registration Statement on an appropriate
form covering issuance and resale of the Additional Registrable Securities on a delayed or continuous basis (an “Issuer
Shelf Registration Statement”). Such Shelf shall provide for (i) the issuance by the Company, from time to time,
to the Holders of Common Units, of shares of Class A Common Stock registered under the Securities Act in connection with the redemption
thereof (the “Primary Shares”) and (ii) to the extent such Primary Shares constitute Restricted Shares,
the registered resale of such Class A Common Stock by their Holders from time to time in accordance with the methods of distribution
elected by the Holders and set forth therein. Subject to Sections 2.1.3 and 3.4, the Company shall maintain an Issuer
Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including
post-effective amendments, and supplements as may be necessary to keep an Issuer Shelf Registration Statement continuously effective,
available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Additional
Registrable Securities to be issued that are subject to such Issuer Shelf Registration Statement. In the event the Company files
a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent
Shelf Registration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3. If the
Company shall exercise its rights under this Section 2.1.2, Holders shall have no right to have shares of Class A Common
Stock issued or issuable upon exchange of Common Units included in a Shelf pursuant to Section 2.1.1.


 




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2.1.3
Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time
while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable
efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including
obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal
of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a
“Subsequent Shelf Registration” with such Subsequent Shelf Registration to constitute a Shelf or an
Issuer Registration Statement, as the case may be, hereunder) registering the resale of all Registrable Securities (determined
as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and
requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable
efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably
practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration
statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined
in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep
such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form
S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another
appropriate form.


 


2.1.4
New Registerable Securities. In the event that any Holder or Holders, collectively, hold Registrable Securities that are
not registered for resale on a delayed or continuous basis, the Company, upon request of such Holder(s), shall promptly use its
commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to
become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to
the terms hereof; provided, however, that (i) the Company shall only be required to cause such Registrable Securities
to be so covered if the total offering price thereof is reasonably expected to exceed, in the aggregate, $50 million and (ii)
the Company shall only be required to cause such Registrable Securities to be so covered once per calendar year.


 


2.1.5
Requests for Underwritten Shelf Takedowns. Following the expiration of the Lock-up Period, at any time and from time to
time when an effective Shelf is on file with the Commission, any AST Equityholder (a “Demanding Holder”)
may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering
that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that
the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, $50 million
(the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving
written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the
Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for
such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding
Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The AST Equityholders collectively
may demand Underwritten Shelf Takedowns pursuant to this Section 2.1.5 and Block Trades pursuant to Section 2.4.1
(i) not more than two (2) times in any 12-month period (the “Yearly Limit”) and (ii) not more than five
(5) times in the aggregate (the “Total Limit”). Notwithstanding anything to the contrary in this Agreement,
the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3,
that is then available for such offering.


 




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2.1.6
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with
respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other shares of Class A Common Stock or other equity securities that the Company desires to sell and all
other shares of Class A Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten
Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum
dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any shares of Class A Common Stock or other equity
securities proposed to be sold by Company or by other holders of Class A Common Stock or other equity securities, the Registrable
Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable
Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown
and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included
in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


 


2.1.7
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for
marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown
shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification
(a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention
to withdraw from such Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue
an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed
to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown
shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2.1.5 and shall count toward the Yearly
Limit and the Total Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn any Underwritten
Shelf Takedown or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for all Registration Expenses with
respect to such Underwritten Shelf Takedown; provided that, if any other Demanding Holder elects to continue an Underwritten
Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count
as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.5 and shall count toward
the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such
Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf
Takedown, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence
of this Section 2.1.7.


 




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2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering
of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of,
equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities,
for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company
including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration
Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit
plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145
under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities
of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering
to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable
“red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities
the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing
within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”).
Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters
of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1
to be included therein on the same terms and conditions as any similar securities of the Company included in such registered
offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject
to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for
such Underwritten Offering.


 


2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to
be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the
Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock or other equity securities
that the Company desires to sell, taken together with (i) the shares of Class A Common Stock or other equity securities, if any,
as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Class A Common Stock or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back
registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a)
If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such
Registration or registered offering (A) first, the shares of Class A Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number
of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of
Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the shares of Class A Common Stock or other equity securities, if any, as to which Registration
or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other stockholders
of the Company, which can be sold without exceeding the Maximum Number of Securities;


 




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(b)
If the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Class A Common
Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable
Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities
that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum
Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the shares of Class A Common Stock or other equity securities that the Company desires to sell, which can
be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A), (B) and (C), the shares of Class A Common Stock or other equity securities
for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities; and


 


(c)
If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section
2.1 hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section
2.1.6.


 


2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to
withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.7) shall have
the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case
of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus
or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether
on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which,
in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement (other than Section 2.1.7), the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration.


 




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2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.7, any Piggyback Registration
effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section
2.1.5 hereof and shall not count toward the Yearly Limit or the Total Limit.


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block
Trade), each Holder participating in the Underwritten Offering agrees that it shall not Transfer any shares of Class A Common
Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without
the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering, except in
the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees to execute a customary
lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as
all such Holders).


 


2.4
Block Trades.


 


2.4.1
Notwithstanding the foregoing, following the expiration of the Lock-up Period, at any time and from time to time when an effective
Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered
offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $50 million or
(y) all remaining Registrable Securities held by the Demanding Holder (the “Minimum Block Threshold”),
then notwithstanding the time periods provided for in Section 2.1.5, such Demanding Holder only need to notify the Company
of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously
as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders
representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts
to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration
statement, prospectus and other offering documentation related to the Block Trade. Any demand for a Block Trade, unless withdrawn
pursuant to Section 2.4.2, shall count as a Block Trade demanded by the AST Equityholders, and shall count toward the Yearly
Limit and the Total Limit.


 


2.4.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a
Block Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal
Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade; provided
that any other Demanding Holder(s) may elect to have the Company continue a Block Trade if the Minimum Block Threshold would
still be satisfied by the Registrable Securities proposed to be sold in the Block Trade by the Demanding Holder(s). If withdrawn,
a demand for a Block Trade shall constitute a demand for a Block Trade for purposes of Section 2.4.1 and shall count toward
the Yearly Limit and the Total Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn
any Underwritten Shelf Takedown or Block Trade or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for
all Registration Expenses with respect to such Block Trade; provided that, if any other Demanding Holder elects to continue
a Block Trade pursuant to the proviso in the immediately preceding sentence, such Block Trade shall instead count as a Block Trade
demanded by the Demanding Holders for purposes of Section 2.4.1 and shall count toward the Yearly Limit and the Total Limit.
Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders
that had elected to participate in such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with a Block Trade, other than if a Demanding Holder elects
to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.4.2.


 




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2.4.3
Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated
by a Demanding Holder pursuant to this Agreement.


 


2.4.4
The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist
of one or more reputable nationally recognized investment banks).


 


Article
III

COMPANY PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable
efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of
distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1
prepare and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective
until all Registrable Securities have ceased to be Registrable Securities;


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least two and one-half percent (2.5%) percent of
the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be
required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities
Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered
by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel,
copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


3.1.4
prior to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or
qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 




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3.1.5
cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by
the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
effective date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8
at least two (2) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof
to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange
Act that is to be incorporated by reference therein);


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as
then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11
obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering or other coordinated offering that is registered pursuant to a Registration Statement, in customary form and covering
such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type
of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 




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3.1.13
in the event of any Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement,
enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary
form, with the managing Underwriter, sales agent or placement agent of such offering;


 


3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
successor rule then in effect);


 


3.1.15
with respect to an Underwritten Offering pursuant to Section 2.1.5, use its reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such Underwritten Offering; and


 


3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


Notwithstanding
the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent
or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable
Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than
as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel
representing the Holders.


 


3.3
Requirements for Participation in Registration Statement Underwritten Offerings. Notwithstanding anything in this Agreement
to the contrary, if any Holder does not timely provide the Company with its requested Holder Information, the Company may exclude
such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines,
based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter
to withhold such information. No person may participate in any Underwritten Offering or other coordinated offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell
such person’s securities on the basis provided in any arrangements approved by the Company and (ii) timely completes and
executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and
other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s
Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to
be included in such Registration.


 


3.4
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended
Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the
use of the Prospectus may be resumed.


 




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3.4.2
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would
(i) require the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, or (iii) in the good faith judgment
of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon
their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any
sale or offer to sell Registrable Securities.


 


3.4.3
(i) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the
filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration
and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness
of the applicable Shelf Registration Statement, or (ii) if, pursuant to Section 2.1.5, Holders have requested an Underwritten
Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such
offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering
pursuant to Section 2.1.5 or 2.4.


 


3.5
Lock-Up Agreements. The Holders agree that, if requested by the Underwriters in any Company-initiated Registration for
the account of the Company (subject to the Company’s compliance with Section 2.2), the Holders will enter into customary
“lock-up” agreements providing that the Holders will not, directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of any securities that are the same or similar to the securities being offered in such offering
(or securities convertible into or exchangeable or exercisable for such securities) (subject to customary exceptions) and will
not enter into derivative transactions with similar economic effect, for a period not to exceed ninety (90) days from the effective
date of the registration statement pertaining to such securities or from such other date as may be requested by the Underwriter(s)
(the “Underwritten Lock-Up Period”); provided, that in no event shall the Holders be obligated to enter
into such lock-agreements that are any more restrictive than such lock-up agreements agreed to by the Company, its directors and
executive officers or the other stockholders of the Company participating in such offering. The Company will not be obligated
to undertake an Underwritten Shelf Takedown during any Underwritten Lock-Up Period binding on the Holders, nor will the Company
be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up”
agreement.


 


3.6
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act.


 




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Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors
and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and reasonable out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting
from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with
any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted
by law, shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning
of the Securities Act) against all losses, claims, damages, liabilities and reasonable out-of-pocket expenses (including without
limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing
by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several,
not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities
shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant
to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.


 


4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 




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4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred
to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this
Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to
such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal
or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.


 


Article
V

MISCELLANEOUS


 


5.1
Notices. Any notice or communication under this Agreement must 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 hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is
mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused
by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to:
AST & Science LLC, Midland International Air and Space Port, 2901 Enterprise Lane, Midland, TX 79706, Attention: Tom Severson,
Email: [●], and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other
parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in
this Section 5.1.


 




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5.2
Assignment; No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


5.2.2
This Agreement and the rights, duties and obligations of the Holders hereunder may not be assigned or delegated by the Holders
in whole or in part; provided, however, that, subject to Section 5.2.5, a Holder may assign the rights and
obligations of such Holder hereunder relating to particular Registrable Securities in connection with the transfer of such Registrable
Securities to a Permitted Transferee of such Holder in accordance with the Stockholders Agreement.


 


5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns.


 


5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.


 


5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, 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).
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


5.4
Governing Law. This Agreement, and all claims or causes of action based upon, arising
out of, or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware,
without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit
the application of Laws of another jurisdiction.


 


5.5
Jurisdiction; Waiver of Jury Trial.


 


5.5.1
Any proceeding or Action based upon, arising out of or related to this Agreement or the Transactions must be brought in the Court
of Chancery of the State of Delaware (or, to the extent such Court does not have subject matter jurisdiction, the Superior Court
of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of
Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding
or Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees
that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and agrees not to
bring any proceeding or Action arising out of or relating to this Agreement or the Transactions in any other court. Nothing herein
contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal
proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained
in any Action, suit or proceeding brought pursuant to this Section 5.5.


 




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5.5.2
Each party acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to
involve complicated and difficult issues, and therefore each such party hereby irrevocably, unconditionally and voluntarily waives
any right such party may have to a trial by jury in respect of any Action, suit or proceeding directly or indirectly arising out
of or relating to this Agreement or any of the Transactions.


 


5.6
Amendments and Modifications. Upon the written consent of (i) the Company and (ii) the Holders of a majority of the total Registrable
Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such
provisions, covenants or conditions may be amended or modified; provided, however, that in the event any such waiver, amendment
or modification would be adverse in any material respect to the material rights or obligations hereunder of a Holder of at least two
and one-half percent (2.5%) percent of the Registrable Securities, the written consent of such Holder will also be required; provided
further that in the event any such waiver, amendment or modification would be disproportionate and adverse in any material respect
to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also be required. No course of dealing
between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising
any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single
or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any
other rights or remedies hereunder or thereunder by such party.


 


5.7
Other Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting registration
rights to any party with respect to the Company’s securities that would cause a violation of the rights granted to the Holders
hereunder. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to
require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
Statement filed by the Company for the sale of securities for its own account or for the account of any other person.


 


5.8
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.5 and Article IV shall survive any termination.


 


5.9
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


[SIGNATURE
PAGES FOLLOW]


 




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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	New
    Providence Acquisition Corp.
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Gary Smith
	 	Name:	Gary
    Smith
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


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


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


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


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


	 	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


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


	 	ATC
    TRS II LLC
	 	a
    Delaware limited liability company
	 	 	 
	 	By:
    	/s/
    Edmund DiSanto
	 	Name:
    	Edmund
    DiSanto
	 	Title:
    	EVP,
    Chief Administration Officer and General Counsel


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


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


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


	 	Samsung
    Next Fund LLC
	 	a
    Delaware limited liability company
	 	 	 
	 	By:	/s/
    Brendon Kim
	 	Name:	Brendon Kim
	 	Title:
    	Authorized
    Officer of Samsung Next Fund LLC


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


	 	/s/
    Abel Avellan
	 	Abel
    Avellan


 


[Signature
Page to Registration Rights Agreement]


 




    	 



     


    

 


	 	/s/
    Tom Severson
	 	Tom
    Severson


 


[Signature
Page to Registration Rights Agreement]