Exhibit
10.10


 


INDEMNIFICATION
And Advancement AGREEMENT


 


This
Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between AST SpaceMobile,
Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer]
of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the
Company or any of its subsidiaries and Indemnitee covering indemnification and advancement.


 


RECITALS


 


WHEREAS,
the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant
to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection
through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS,
the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an
ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain
liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based
corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance
may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers,
and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business
enterprise itself. The Bylaws and Certificate of Incorporation of the Company require indemnification of the officers and directors
of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware
(the “DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
of the Board, officers and other persons with respect to indemnification and advancement of expenses;


 


WHEREAS,
the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of
attracting and retaining such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to hold harmless and indemnify, and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so indemnified;


 




    	 



    	 



    

 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws, Certificate of Incorporation and any resolutions adopted pursuant
thereto, and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder; and


 


WHEREAS,
Indemnitee does not regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate
in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate
additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing
to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee
be so indemnified and be advanced expenses.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:


 


Section
1. Services to the Company. Indemnitee agrees or has agreed to serve as [a/an] [director/officer] of the Company. Indemnitee
may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed
by operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and
is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section
2. Definitions. As used in this Agreement:


 


(a)
“Affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (as in effect
on the date hereof).


 


(b)
“Agent” means any person who is or was a director, officer or employee of the Company or an Enterprise or other person
authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.


 


(c)
“Bylaws” means the bylaws of the Company.


 


(d)
“Certificate of Incorporation” means the Certificate of Incorporation of the Company.


 


(e)
A “Change in Control” occurs upon the earliest to occur after the later of (i) the Closing and (ii) the date of this
Agreement of any of the following events:


 


i.
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below) [other
than a Designated Person]1, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial
ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
shares of securities entitled to vote generally in the election of directors;


 


 






1
Note to Form: To remove for agreements where there is no Designated Person.


 




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ii.
Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(e)(i),
2(e)(iii) or 2(e)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved (the “Initial Board”), cease for any reason
to constitute at least a majority of the members of the Board; provided, however, that no change to the composition of
the Initial Board shall be considered for the purposes of determining whether a Board Change has occurred to the extent such change
resulted from a designation made in accordance with the Stockholders’ Agreement by and among the Company, Abel Avellan (“Avellan”),
Invesat LLC, a Delaware limited liability company, Vodafone Ventures Limited, a private limited company incorporated under the
Laws of England and Wales, Rakuten Mobile USA Service Inc., a Delaware corporation, ATC TRS II LLC, a Delaware limited liability
company, and New Providence Management LLC, a Delaware limited liability company;


 


iii.
Corporate Transactions. The consummation by the Company (whether directly involving the Company or indirectly involving the Company
through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other
disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity, in each case other than a transaction which results in the Company’s
voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by
being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or
indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds
to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least
a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction;


 


iv.
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company’s assets; and


 


v.
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as
defined below), whether or not the Company is then subject to such reporting requirement.


 




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vi.
For purposes of this Section 2(e), the following terms have the following meanings:


 


	 	1	“Exchange
    Act” means the Securities Exchange Act of 1934, as amended from time to time.
	 	 	 
	 	2	“Person”
    has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i)
    the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii)
    any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as
    their ownership of stock of the Company.
	 	 	 
	 	3	“Beneficial
    Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner
    excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger
    of the Company with another entity.


 


(f)
“Closing” means the closing of the transactions contemplated by the Equity Purchase Agreement, dated December 15,
2020, by and among AST & Science LLC, a Delaware limited liability company, New Providence Acquisition Corp. a Delaware corporation,
New Providence Management LLC, a Delaware limited liability company, the Existing Equityholders set forth on Annex A thereto and
Abel Avellan as the Existing Equityholder Representative (as defined therein).


 


(g)
“Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary,
or Agent of the Company or an Enterprise.


 


(h)
[“Designated Person” means [●] and its Affiliates and Related Parties.]2


 


(i)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.


 


(j)
“Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit
plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or
Agent.


 


(k)
“Expenses” shall be broadly construed and shall include, without limitation, all reasonable costs, disbursements or
expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a deponent or witness in, or otherwise participating in, a Proceeding (including all reasonable attorneys’ fees, retainers,
court costs, mediation fees, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes
imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement). Expenses also include
(i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security
for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for
purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense
of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, do not include amounts paid
in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


 






2
Note to Form: For each individual signatory, to refer to the Person or entity appointing such person to the Board,
if applicable.


 




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(l)
“finally adjudged” or “final adjudication” means determined by a final (not interlocutory)
judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is
no further right or option of appeal or the time within which an appeal must be filed has expired without such filing (and from
which there is no further right of appeal).


 


(m)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable
fees and expenses of the Independent Counsel, regardless of the manner in which such Independent Counsel was selected.


 


(n)
The term “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee
was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate
Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure
to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving
in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of
Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may
lead to or culminate in the institution of a Proceeding.


 


(o)
[“Related Party” means, with respect to any Person, (a) any controlling stockholder, controlling member, general
partner, subsidiary, spouse or immediate family member (in the case of an individual) of such Person, (b) any estate, trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners or owners of which consist solely of one or more of [●] and [its] Affiliates (other than the Company and its subsidiaries) and Related Parties and/or such other Persons referred to
in the immediately preceding clause (a), or (c) any executor, administrator, trustee, manager, director or other similar fiduciary
of any Person referred to in the immediately preceding clause (b), acting solely in such capacity.]3


 


 






3
Note to Form: To be included where there is a Designated Person.


 




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Section
3. Indemnity in Third-Party Proceedings. The Company will hold harmless and indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company
will hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law against all loss and liability suffered,
Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein if (a)
such Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company, and (b) in the case of a criminal Proceeding, such Indemnitee had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 


Section
4. Indemnity in Proceedings by or in the Right of the Company. The Company will hold harmless and indemnify Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant
in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company
will hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company. Notwithstanding the foregoing, the Company will not hold harmless and indemnify Indemnitee for Expenses
under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a
court to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware or any
court in which the Proceeding was brought determines that, despite the adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State
of Delaware or such other court shall deem proper.


 


Section
5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, to the fullest extent permitted by applicable law, the Company will hold harmless and indemnify Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding
in which Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company will hold harmless and indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent
permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such
a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue or matter.


 




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Section
6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement and to the fullest
extent permitted by the DGCL, the Company will hold harmless and indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee, by reason of Indemnitee’s
Corporate Status, is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.


 


Section
7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will hold harmless and indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.


 


Section
8. Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, 5, 6 and 7 of this Agreement, the Company
will hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited to, the
DGCL and any amendments to or replacements of the DGCL adopted after the date of this Agreement that expand the Company’s
ability to hold harmless and indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party
to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).


 


Section
9. Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make
any indemnification payment to Indemnitee in connection with any Proceeding:


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except to the extent provided in Section 16(b) of the Exchange Act and except with respect to any excess beyond the amount paid
under any insurance policy or other indemnity provision; or


 


(b)
for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory
law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii)
any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy
adopted by the Board or the compensation committee of the Board, if any, including but not limited to any such policy adopted
to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or


 




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(c)
initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce
Indemnitee’s rights to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding)
initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in
the Company under applicable law.


 


Section
10. Advances of Expenses.


 


(a)
The Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding
(or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee
if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement
of Expenses from the Company or Enterprise, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within twenty (20)
days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to
or after final disposition of any Proceeding.


 


(b)
Advances will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for
advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than
the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.


 


Section
11. Procedure for Notification of Claim for Indemnification or Advancement.


 


(a)
Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification
or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof.
Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations
underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of
such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have
to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee
of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification or advancement.


 




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(b)
The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled
to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent.


 


(c)
The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission
of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s
prior written consent, which shall not be unreasonably withheld.


 


Section
12. Procedure Upon Application for Indemnification.


 


(a)
Unless a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:


 


i.
by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


ii.
by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than
a quorum of the Board;


 


iii.
if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent
Counsel selected by the Board; or


 


iv.
if so directed by the Board, by the stockholders of the Company.


 


(b)
If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written
opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).


 


(c)
The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice
of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection
of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel.
If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or the Court of Chancery of the State of Delaware has determined that such objection
is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification
pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or, if
selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Court of Chancery of the State
of Delaware for the appointment as Independent Counsel of a person selected by such court or by such other person as such court
designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 




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(d)
Indemnitee will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating
with the person, persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s
entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company
promptly will advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including
a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided
to the Board by Independent Counsel.


 


(e)
If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within ten (10)
days after such determination.


 


Section
13. Presumptions and Effect of Certain Proceedings.


 


(a)
It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under
the DGCL and public policy of the State of Delaware. In making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance
with Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof
to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made
a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors
or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)
If the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 12 within sixty
(60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section
11(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination
Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law,
be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination
Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period may be extended
an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the stockholders pursuant
to Section 12(a)(iv) of this Agreement.


 




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(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)
For purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based
on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their
duties, or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given
or reports made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor
or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee
will be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this
Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan. Whether or not the foregoing provisions of this Section 13(d) are
satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion. The provisions of this Section 13(d) is not exclusive and does not limit in
any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth
in this Agreement.


 


(e)
The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent
or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification
under this Agreement.


 


Section
14. Remedies of Indemnitee.


 


(a)
Indemnitee may commence litigation against the Company in the Court of Chancery of the State of Delaware to obtain indemnification
or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of
this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not timely advance
Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant
to Section 12 of this Agreement within the Determination Period, (iv) the Company does not hold harmless and indemnify Indemnitee
pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within ten (10) days after receipt
by the Company of a written request therefor, or (v) the Company does not hold harmless and indemnify Indemnitee pursuant to Section
3, 4, 7, or 8 of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void
or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee
the benefits provided or intended to be provided to the Indemnitee hereunder.


 




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(b)
If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be, and will not introduce evidence of the determination made pursuant
to Section 12 of this Agreement.


 


(c)
If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company
will be bound by such determination in any judicial proceeding commenced pursuant to this Section 14, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)
The Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding commenced pursuant
to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate
in any such court that the Company is bound by all the provisions of this Agreement.


 


(e)
It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees
or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement
by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within thirty (30) days after receipt
by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection
with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company,
or concerning any directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify
Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such action
were made in bad faith or were frivolous or are prohibited by law.


 




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Section
15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)
The indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders
or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not
be limited or restricted by any amendment, alteration or repeal of the Certificate of Incorporation, the Bylaws or this Agreement
in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to
any such amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether by statute or
judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws,
Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)
The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided by one or more other Persons with whom or which Indemnitee may be associated (including, without limitation, any Designated
Person). The relationship between the Company and such other Persons, other than an Enterprise, with respect to the Indemnitee’s
rights to indemnification, advancement of Expenses, and insurance is described by this subsection, subject to the provisions of
subsection (d) of this Section 16 with respect to a Proceeding concerning Indemnitee’s Corporate Status with an Enterprise.


 


i.
The Company hereby acknowledges and agrees:


 


1)
the Company is the indemnitor of first resort with respect to any request for indemnification or advancement of Expenses made
pursuant to this Agreement concerning any Proceeding arising from or related to Indemnitee’s Corporate Status with the Company;


 


2)
the Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding
arising from or related to Indemnitee’s Corporate Status, whether created by law, organizational or constituent documents,
contract (including this Agreement) or otherwise;


 


3)
any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Designated
Person) to hold harmless and indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary
to the obligations of the Company’s obligations;


 


4)
the Company will hold harmless and indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided
herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated
(including, any Designated Person) or insurer of any such Person; and


 




    	-13-



    	 



    

 


ii.
the Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated
(including, without limitation, any Designated Person) from any claim of contribution, subrogation, reimbursement, exoneration
or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this
Agreement and (B) any right to participate in any claim or remedy of Indemnitee against any Designated Person (or former Designated
Person), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from any Person (including, without limitation, any Designated Person), directly or indirectly,
in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.


 


iii.
In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, any Designated Person)
or their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against
the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this
Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated (including, without limitation,
any Designated Person) or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s
obligation to hold harmless and indemnify or advance of Expenses to any other Person with whom or which Indemnitee may be associated
(including, without limitation, any Designated Person).


 


iv.
Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including,
without limitation, any Designated Person) is specifically in excess over the Company’s obligation to hold harmless and
indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance
or professional errors and omissions insurance) provided by the Company.


 


(c)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents of the Company, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of
the coverage available for any such director, officer, employee or agent under such policy or policies, including coverage in
the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement.
If, at the time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability
insurance in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may
be, to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies. Indemnitee agrees to make reasonable efforts to assist the Company’s
efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved
panel counsel, if required.


 




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(d)
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s
Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement
of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor
of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s
Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary
to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable
action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from
Indemnitee’s Corporate Status with such Enterprise.


 


(e)
In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee will execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


 


Section
16. Duration of Agreement. This Agreement and the obligations of the Company hereunder shall continue during the period
that Indemnitee has Corporate Status and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by
reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability
or expense is incurred for which indemnification or advancement can be provided under this Agreement. The indemnification and
advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased
to be a director, officer, employee or Agent of the Company or of any other Enterprise, and inure to the benefit of Indemnitee
and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. The Company
shall require and shall cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) of all
or substantially all of the business or assets of the Company to, by written agreement, expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had
taken place.


 


Section
17. Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain
enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be
construed so as to give effect to the intent manifested thereby.


 




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Section
18. Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner
to provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this
Agreement provide to the fullest extent permitted by law for indemnification and advancement in excess of that expressly provided,
without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors,
or applicable law.


 


Section
19. Enforcement.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the
Bylaws and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section
20. Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other
provisions of this Agreement nor will any waiver constitute a continuing waiver.


 


Section
21. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve
the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


Section
22. Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be
deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other
party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has
been received:


 


(a)
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides
to the Company.


 


(b)
If to the Company to:


 


AST
SpaceMobile, Inc.


Midland
International Air and Space Port


2901
Enterprise Lane


Midland,
TX 79706


Attention:
Brian Heller


Email:
[●]


 


or
to any other address as may have been furnished to Indemnitee by the Company.


 




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Section
23. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the
amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement
and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion
as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding;
and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection
with such event(s) and/or transaction(s).


 


Section
24. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement
may be brought only in the Court of Chancery of the State of Delaware and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court
for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the
laying of venue of any such action or Proceeding in the Court of Chancery of the State of Delaware, and (iv) waive, and agree
not to plead or to make, any claim that any such action or Proceeding brought in the Court of Chancery of the State of Delaware
has been brought in an improper or inconvenient forum.


 


Section
25. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes
be deemed to be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section
26. Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement
or affect the construction thereof.


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.


 


	AST
    SPACEMOBILE, INC.	 	INDEMNITEE
	 	             	 	 	       
	By:	 	 	 	 
	Name:	 	 	Name:	 
	Office:	 	 	Address:	 
	 	 	 	 	 
	 	 	 	 	 


 


[Signature
Page to Indemnification and Advancement Agreement]