Exhibit
10.19


 


Patent
and know-how licence agreement


 


between


 


SRS
Space Limited


 


and


 


AST
& Science LLC


 


[***]
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively
harmful if publicly disclosed.


 




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CONTENTS


 


 






CLAUSE


 


	1.	Interpretation	4
	2.	Grant
    of licence	7
	3.	Provision
    of further know-how	7
	4.	Provision
    of technical assistance	8
	5.	Improvements;
    Major Enhancements	8
	6.	Confidentiality	9
	7.	Recordal
    of licence	11
	8.	Equity
    Award, Annual Licence Fee and Royalty	11
	9.	Protection
    of the Patents and Licensed Know-how	12
	10.	Liability,
    indemnity and insurance	14
	11.	Additional
    licensee obligations	16
	12.	Sub-licensing	17
	13.	Warranties	17
	14.	Assignment
    and other dealings	18
	15.	Duration
    and termination	18
	16.	Consequences
    of termination	19
	17.	Further
    assurance	20
	18.	Waiver	20
	19.	Entire
    agreement	20
	20.	Variation	21
	21.	Severance	21
	22.	Counterparts	21
	23.	Third
    party rights	21
	24.	No
    partnership or agency	22



 






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	25.	Force
    majeure	22
	26.	Notices	22
	27.	Inadequacy
    of damages	24
	28.	Multi-tiered
    dispute resolution procedure	24
	29.	Governing
    law	24
	30.	Jurisdiction	24



 


	SCHEDULE	 
	 	 	 
	Schedule
    1	The
    Patents	
	Schedule
    2	Common
    Share Option Certificate	
	 	 	 
	ANNEX	 
	 	 	 
	ANNEX
    A	Document
    identifying Licensed Know-how	


 




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This
Licence Agreement is dated June 21, 2019


 


Parties


 


	(1)	SRS
    SPACE LIMITED incorporated and registered in Ireland whose registered office is at 12 The Ceders, Castlejane Woods, Glanmire,
    Cork (Licensor).
	 	 
	(2)	AST
    & Science LLC incorporated and registered
    in the State of Delaware, USA whose registered office is at 2901 Enterprise Lane, Midland, Texas 79706 (Licensee)


 


RECITALS


 


WHEREAS,
the Parties entered into a letter agreement dated August 22, 2018 (the “Letter Agreement”) that describes Licensor’s
obligation to modify its intellectual property for use by Licensee in the Field of Use (as that term is defined below). Upon Final
Acceptance (as that term is defined herein) of such modifications by Licensee in accordance with Section 1(f)(iii) of the Letter
Agreement, Licensee agrees to pay Licensor the remaining balance of the Fees (as that term is defined in the Letter Agreement)
due thereunder.


 


WHEREAS,
such modifications by the Licensor will produce the Patents and Licensed Know-how (as such terms are defined below). The Licensor
is the owner of the Patents and Licensed Know-how.


 


WHEREAS,
the Licensee wishes to use the Patents and Licensed Know-how in the Territory in relation to the Products (as such terms are defined
below), and the Licensor is willing to grant the Licensee an exclusive license to use the Patents and Licensed Know-how on the
terms and subject to the conditions of this license agreement (the “License Agreement”).


 


NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein below and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, by their authorized signatures below, hereby agree
to the terms and conditions set forth below. AGREED TERMS


 


	1.	Interpretation
	 	 
	 	The
    following definitions and rules of interpretation apply in this License Agreement.
	 	 
	1.1	Definitions:
	 	 
	 	Acceptance
    Date: the date on which Licensee provides Final Acceptance of the Modified Software
    to Licensor.
	 	 
	 	Annual
    Licence Fee: the sum of US$[***] payable by the Licensee to the Licensor in each
    Contract Year in accordance with Section 8.2.


 




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Business
Day: a day other than a Saturday, Sunday or public holiday in Ireland.


 


Contract
Year: for the first Contract Year, means the period commencing on the Acceptance Date and
ending on the last calendar day of the twelfth (12th) full month after the Acceptance Date; for all subsequent Contract
Years, means a one (1) year period commencing on the first (1st) calendar day of the first (1st) full month
following the anniversary of the Acceptance Date.


 


Effective
Date: the date of this License Agreement.


 


Field
of Use: [***]


 


Final
Acceptance: has the meaning set forth in Section 8.2.


 


Group:
in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary
from time to time of a holding company of that company.


 


Group
Company: in relation to a company, any member of its Group.


 


Improvement:
any improvement, enhancement or modification to the technology that is the subject of the Patents or the Licensed Know-how.


 


Licensed
Know-how: the know-how identified at ANNEX A, signed by the Parties to this License Agreement and annexed to this License
Agreement.


 


Modified
Software: has the meaning ascribed in the Letter Agreement.


 


Monthly
Royalty Amount: has the meaning given to it in Section 8.3.


 


Licensed
User: means any person to whom a sub-licence to use the Patents must be granted to allow them to operate a network incorporating
the Products accessed by Subscribed Users.


 


Party:
Licensor or Licensee individually, and collectively the “Parties.”


 


Patents:
the patents and patent applications, short particulars of which are set out in the Schedule 1, including any future divisionals,
re-issues, re-examinations (including patents certified under any post-grant review), continuations and continuations-in-part
thereof and any other patent or patent application throughout the world claiming priority through unbroken lineage to any of the
foregoing.


 


“Patent
Challenge” means any challenge to the validity, patentability, enforceability and/or
non-infringement of any of the Patents or otherwise opposing any of the Patents through a legal or administrative proceeding.


 


Products:
means a global satellite network for cellular services in the Field of Use which utilises
technology within the claim of the Patents and any other products or services which utilise technology falling within the scope
of any of the claims of any of the Patents.


 




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Quarterly
Periods: means the four (4) periods of three (3) consecutive full months during a Contract Year. The first Quarterly Period
for the first Contract Year shall commence on the first (1st) calendar day of the
first (1st) full month following the Acceptance Date.


 


Subscribed
User: means an individual who is entitled to access the Products pursuant to a subscription for which a fee (whether up front
or on-going) is paid.


 


Territory:
Worldwide


 


	1.2	Clause,
    Schedule and paragraph headings shall not affect the interpretation of this License Agreement.
	 	 
	1.3	A
    person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
	 	 
	1.4	The
    Schedules form part of this License Agreement and shall have effect as if set out in full in the body of this License Agreement.
    Any reference to this License Agreement includes the Schedules.
	 	 
	1.5	A
    reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated
    or established.
	 	 
	1.6	A
    reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in
    the Section 7 and Section 8 of the Companies Act 2014.
	 	 
	1.7	References
    to Sections and Schedules are to the Sections and Schedules of this License Agreement.
	 	 
	1.8	Unless
    the context otherwise requires, words in the singular include the plural and in the plural include the singular.
	 	 
	1.9	Unless
    the context otherwise requires, a reference to one gender shall include a reference to the other genders.
	 	 
	1.10	This
    License Agreement shall be binding on, and enure to the benefit of, the Parties to this License Agreement and their respective
    personal representatives, successors and permitted assigns, and references to any Party shall include that Party’s personal
    representatives, successors and permitted assigns.
	 	 
	1.11	A
    reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.



 






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	1.12	A
    reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that
    statute or statutory provision.
	 	 
	1.13	A
    reference to writing or written includes email.
	 	 
	1.14	Any
    words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative
    and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
	 	 
	2.	Grant
    of licence
	 	 
	2.1	Subject
    to Section 2(b) of the Letter Agreement and Section 8.4, the Licensor hereby grants to the Licensee an exclusive licence under
    the Patents and the Licensed Know-how in the Field of Use to integrate in the manufacture of, use, and resell or otherwise
    supply, Products in the Territory.
	 	 
	2.2	The
    Licensee shall not enter into negotiations with any other party for the license of the Patents and/or the Licensed Know-how
    (including any Improvements to the Patents and/or Licensed Know-how) in the Field of Use without prior written approval from
    Licensor.
	 	 
	2.3	It
    is agreed by the Parties that nothing in this License Agreement shall confer any interest in the Licensor’s background
    intellectual property (“Background IP”) on Licensee other than a license to use the Background IP to the extent
    necessary to use the Patents and Licensed Know-how in accordance with this License Agreement. Licensor shall be free to transfer,
    license, or otherwise deal in the Background IP as it sees fit and to defend, settle, or compromise any claims in relation
    to the same.
	 	 
	3.	Provision
    of further know-how
	 	 
	3.1	The
    Licensor shall make available to the Licensee such further know-how relating to the integration in the manufacture, use, and
    resale of the Products as the Licensor is at liberty to disclose and, in the opinion of the Licensor, is reasonably necessary
    for such purposes.
	 	 
	3.2	The
    know-how supplied by the Licensor pursuant to Section 3.1 shall be used by the Licensee only for the purpose of the manufacture
    of Products in the Territory and shall be subject to the provisions of Section 6.
	 	 
	3.3	The
    know-how supplied by the Licensor under Section 3.1 shall, where it has been identified by describing and recording it when
    provided to the Licensee, be deemed to be part of the Licensed Know-how.


 




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	3.4	Nothing
    in this License Agreement shall constitute any representation or warranty that the Licensed Know-how or any other know-how
    supplied to the Licensee pursuant to Section 3 is accurate, up to date, complete, or relevant to the Patents or the manufacture
    of the Products.
	 	 
	4.	Provision
    of technical assistance
	 	 
	4.1	As
    part of the Annual License Fee paid to Licensor as set forth in Section 8.2, Licensor shall provide such commercial
    and technical support as is reasonably required by Licensee for the use of the Patents and Licensed Know-how, including maintenance
    of the Patents and Licensed Know-how and all related support during LTE release changes. At the direction of Licensor, Licensee
    shall work with Licensor’s third party eNobe provider to implement the Patents and Licensed Know-how, including delivering
    to such third party the Patents and Licensed Know-how and any authorization codes and Documentation needed by Licensor to
    utilize the licenses granted hereunder.
	 	 
	4.2	Nothing
    in this License Agreement shall constitute any representation or warranty that the technical assistance made available to
    the Licensee pursuant to Section 4.1 shall result in the Licensee being successful in the creation of the Products or achieving
    any particular rate, cost or quality of production.
	 	 
	5.	Improvements;
    Major Enhancements
	 	 
	5.1	If
    either Party makes, devises, discovers, or otherwise acquires rights in, any Improvement, such Party shall, to the extent
    that it is not prohibited by law or by any obligation to any other person (other than to a Group Company), promptly notify
    the other Party in writing giving details of the Improvement, and shall, if the other Party so requests, provide such further
    information as is reasonably required to be able to evaluate the Improvement effectively.
	 	 
	5.2	Information
    provided by the Licensor to the Licensee under Section 5.1 shall be subject to the provisions of Section 6.
	 	 
	5.3	If
    either Party makes, devises, discovers or otherwise acquires rights in any Improvement, it shall enter into good faith negotiations
    with a view to granting to the other Party a right to use such Improvement in the Territory on terms to be agreed between
    the Parties.
	 	 
	5.4	In
    the event that Licensee desires for Licensor to modify the Patents and/or Licensed Know-how in a material manner beyond Licensor’s
    maintenance obligations set forth in Section 4.1, the Parties shall execute a separate statement of work for such modifications.


 




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	6.	Confidentiality
	 	 
	6.1	“Confidential
    Information” means all confidential information (however recorded or preserved) disclosed by one Party or its Representatives
    (as defined below) to the other Party or its Representatives in connection with this License Agreement, including:
	 	 
	 	 	(a)	the
    terms of this License Agreement;
	 	 	 	 
	 	 	(b)	the
    Licensed Know-how and any Improvements;
	 	 	 	 
	 	 	(c)	all
    other know-how relating to the manufacture or sale of the Products;
	 	 	 	 
	 	 	(d)	any
    information (whether or not technical) that would be regarded as confidential by a reasonable business person.
	 	 
	 	“Representatives”
    means, in relation to a Party, its employees, officers, representatives and advisers.
	 	 
	6.2	The
    provisions of this Section 6 shall not apply to any Confidential Information that:
	 	 
	 	 	(a)	is
    or becomes generally available to the public (other than as a result of its disclosure by the one Party or its Representatives
    in breach of this Section);
	 	 	 	 
	 	 	(b)	was
    available to the non-disclosing Party on a non-confidential basis before disclosure by the disclosing Party;
	 	 	 	 
	 	 	(c)	was,
    is or becomes available to one Party on a non-confidential basis from a person who, to such Party’s knowledge, is not
    bound by a confidentiality agreement with the other Party or otherwise prohibited from disclosing such information;
	 	 	 	 
	 	 	(d)	the
    Parties agree in writing is not confidential or may be disclosed; or
	 	 	 	 
	 	 	(e)	a
    Party is required to disclose in order to comply with, or take the benefit of, Section 7.
	 	 
	6.3	Each
    Party shall keep the other Party’s Confidential Information confidential and shall not:
	 	 
	 	 	(a)	use
    such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection
    with this License Agreement (the “Permitted Purpose”); or
	 	 	 	 
	 	 	(b)	disclose
    such Confidential Information in whole or in part to any third party, except as expressly permitted by this Section 6.


 




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	6.4	A
    Party may disclose the Confidential Information to those of its Representatives who need to know such Confidential Information
    for the Permitted Purpose, provided that:
	 	 
	 	 	(a)	it
    informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
	 	 	 	 
	 	 	(b)	it
    procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations
    set out in this Section 6 as if they were a party to this License Agreement,
	 	 
	 	and
    at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this Section 6.
	 	 
	6.5	A
    Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law,
    by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that,
    to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and,
    where notice of disclosure is not prohibited and is given in accordance with this Section 6.5, it takes into account the reasonable
    requests of the non-disclosing Party in relation to the content of such disclosure.
	 	 
	6.6	Each
    Party reserves all rights in its Confidential Information. No rights or obligations in respect of the Confidential Information
    other than those expressly stated in this License Agreement are granted to the other Party, or to be implied from this License
    Agreement.
	 	 
	6.7	On
    termination or expiration of this License Agreement, each Party shall:
	 	 
	 	 	(a)	destroy
    or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on
    the Confidential Information;
	 	 	 	 
	 	 	(b)	erase
    all the Confidential Information from its computer and communications systems and devices used by it, including such systems
    and data storage services provided by third parties (to the extent technically and legally practicable); and
	 	 	 	 
	 	 	(c)	certify
    in writing to the other Party that it has complied with the requirements of this Section, provided that it may retain documents
    and materials containing, reflecting, incorporating or based on the Confidential Information to the extent required by law
    or any applicable governmental or regulatory authority. The provisions of this Section shall continue to apply to any such
    documents and materials retained by such Party, subject to Section 15.
	 	 
	6.8	The
    provisions of this Section 6 shall continue to apply after the expiry or earlier termination of this License Agreement.


 




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	7.	Recordal
    of licence
	 	 
	7.1	The
    Licensee shall, at its own cost, promptly record the licence granted to it in Section 2 in the relevant registries in the
    Territory.
	 	 
	7.2	The
    Licensor shall provide reasonable assistance, at the Licensee’s cost, to enable the Licensee to comply with Section
    7.1.
	 	 
	8.	Equity
    Award, Annual Licence Fee and Royalty
	 	 
	8.1	Promptly
    following the Effective Date, the Licensee will provide the Licensor with equity compensation in a form of a share option
    for [***] common shares (“Equity Compensation”). The Equity Compensation will represent approximately [***]% of
    the Licensee’s outstanding shares (as of the date of the Letter Agreement) (Founder Shares and the conversion of Series
    A Preferred Shares) and Licensee’s share option pool. Such Equity Compensation shall vest in accordance with the timing
    set forth in the Common Share Option Certificate, attached herein as Schedule 2.
	 	 
	 	The
    Licensee does not warrant the ultimate value of this Equity Compensation, if and when realized.
	 	 
	8.2	Notwithstanding
    the Section 2(a)(i) of the Letter Agreement, within sixty (60) days after Final Acceptance of the Modified Software by Licensee,
    Licensee shall pay to the Licensor [***] ([***]%) of the Annual License Fee. “Final Acceptance” means Licensee
    acceptance, in Licensee sole discretion, that the Modified Software has successfully demonstrated in testing conducted by
    Licensee (with cooperation as needed from Licensor) that the Modified Software will operate with Licensee’s Blue Walker
    1 satellite. For the remainder of the first Contract Year, Licensee will pay the remaining [***] ([***]%) of the Annual License
    Fee in three (3) equal instalments by the last day of the next three (3) Quarterly Periods following the initial payment.
    For all subsequent Contract Years, AST shall pay the Licensor the Annual License Fee of $[***] in four (4) equal instalments
    by the last day of each Quarterly Period during such Contract Year.
	 	 
	8.3	The
    Licensee shall pay to the Licensor a royalty fee during the license period term (the “Monthly Royalty Amount”).
    The Monthly Royalty Amount will be calculated by [***].
	 	 
	8.4	In
    the event that Licensee does not pay Licensor the Annual License Fee when it falls due for payment as set forth in Section
    8.2, the license granted to Licensee in Section 2 shall convert to a non-exclusive license. For the avoidance of doubt, the
    Annual Licence Fee shall continue to be payable by the Licensee following the conversion to a non-exclusive license and the
    Licensor shall continue to have the remedies available to it under Section 15.2.


 




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	8.5	Royalties
    and any other sums payable under this License Agreement shall be paid in US$ to the credit of a bank account to be designated
    in writing by the Licensor.
	 	 
	8.6	Royalties
    payable under this License Agreement shall be paid within forty-five (45) days of the end of each successive Quarterly Period.
	 	 
	8.7	At
    the same time as payment of the Monthly Royalty Amount, the Licensee shall submit or cause to be submitted to the Licensor
    a statement in writing recording the calculation of such Monthly Royalty Amount payable and in particular: [***]
	 	 
	8.8	The
    Licensee shall keep proper records and books of account showing [***]. Such records and books shall be kept separate from
    any records and books not relating solely to the Products and Subscribed Users and be open during normal business hours to
    inspection and audit by the Licensor (or its authorised representative), who shall be entitled to take copies of or extracts
    from them. If such inspection or audit should reveal a discrepancy in the Monthly Royalty Amount paid from those payable under
    this License Agreement, the Licensee shall make up the shortfall and reimburse the Licensor in respect of any professional
    charges incurred for such audit or inspection. Such right of inspection of the Licensor shall remain in effect for a period
    of one year after the termination of this License Agreement. The inspection and audit rights described herein are subject
    to the following: (1) Licensor shall only be permitted to conduct one inspection/audit per year commencing on the first anniversary
    of the Effective Date; (2) Licensor shall give Licensee thirty (30) days written notice prior to any inspection/audit; (3)
    any authorised representative used by Licensor to conduct an inspection/audit must execute a confidentiality agreement acceptable
    to Licensee and shall not be a competitor of Licensee (as determined by Licensee in its sole discretion); and (4) Licensor
    (or its authorised representative) shall not disrupt Licensee’s business operations during an inspection/audit.
	 	 
	8.9	The
    provisions of this Section 8 shall remain in effect notwithstanding termination or expiry of this License Agreement until
    the settlement of all subsisting claims by the Licensor in effect prior to termination or expiration of this License Agreement.
	 	 
	9.	Protection
    of the Patents and Licensed Know-how
	 	 
	9.1	The
    Licensee shall promptly notify the Licensor in writing, giving full particulars, if any, of the following matters come to
    its attention:
	 	 
	 	 	(a)	any
    actual, suspected or threatened infringement of any of the Patents;


 




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	 	 	(b)	any
    actual, suspected or threatened unauthorised disclosure, misappropriation or misuse of the Licensed Know-how;
	 	 	 	 
	 	 	(c)	any
    actual or threatened claim that any of Patents is invalid;
	 	 	 	 
	 	 	(d)	any
    actual or threatened opposition to any of the Patents;
	 	 	 	 
	 	 	(e)	any
    claim made or threatened that exploitation of any of the Patents or the Licensed Know-how infringes the rights of any third
    party;
	 	 	 	 
	 	 	(f)	any
    person applies for, or is granted, a patent by reason of which that person may be, or has been, granted, rights which conflict
    with any of the rights granted to the Licensee under this agreement;
	 	 	 	 
	 	 	(g)	any
    application is made for a compulsory licence under any Patent; or
	 	 	 	 
	 	 	(h)	any
    other form of attack, charge or claim to which the Patents or Licensed Know-how may be subject.
	 	 
	9.2	In
    respect of any of the matters listed in Section 9.1:
	 	 
	 	 	(a)	the
    Licensor and the Licensor shall seek to agree what action, if any, to take;
	 	 	 	 
	 	 	(b)	the
    Parties shall jointly have control over, and conduct of, all claims and proceedings;
	 	 	 	 
	 	 	(c)	each
    Party shall provide the other Party with all assistance that it may reasonably require in the conduct of any claims or proceedings;
    and
	 	 	 	 
	 	 	(d)	the
    Parties shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action in equal proportions.
	 	 
	9.3	If
    the Parties cannot agree on the course of action to take in relation to a third party infringement of any of the Patents in
    the Territory which interferes materially in Licensee’s business in the Products, subject to receiving advice from experienced
    patent counsel that infringement proceedings stand a reasonable chance of success, Licensee may commence proceedings and may
    require Licensor to lend its name to such proceedings and provide reasonable assistance. Licensor shall promptly reimburse
    Licensee for all such reasonable costs and expenses incurred by Licensee, including reasonable attorneys’ fees. The
    Licensor shall obtain and maintain a global intellectual property and trade secret insurance policy in relation to the Patents
    and Licensed Know-How and shall have the Licensee noted on the policy as a beneficiary. The Licensor shall provide a copy
    of the certificate of insurance to the Licensee on request. The Parties shall bear the cost of the insurance in equal proportions
    and the Licensee shall pay the Licensor its share of the insurance premium within 30 days of the Licensor providing the Licensee
    with a statement from the insurer setting out the premium. The Licensee’s obligation to pay the Monthly Royalty Amount
    to the Licensor shall be suspended during any period in which there is no insurance policy in place in accordance with the
    terms of this Clause.


 




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	9.4	Nothing
    in this License Agreement shall constitute any representation or warranty that:
	 	 
	 	 	(a)	any
    Patent is valid or relevant to the Products;
	 	 	 	 
	 	 	(b)	any
    Patent (if a patent application) shall proceed to grant or, if granted, shall be valid; or
	 	 	 	 
	 	 	(c)	the
    exercise by the Licensee of rights granted under this License Agreement will not infringe the rights of any person.
	 	 
	9.5	In
    the event that the Patents and Licensed Know-how include Licensee intellectual property, including but not limited to Doppler
    compensation, delay equalization or the overall system, both Parties will work in good faith to protect and coordinate the
    defense of the Patents, Licensed Know-how, and Licensee intellectual property, and to enhance enforcement of the Patents and
    Licensed Know-how in coordination with Licensee patents and trade secrets. All publication or announcement of the Patents
    and Licensed Know-how requires mutual consent and coordination, and if any, shall clearly indicate the nature of the exclusive
    license agreement of the Patents and Licensed Know-how to Licensee.
	 	 
	10.	Liability,
    indemnity and insurance
	 	 
	10.1	EXCEPT
    FOR LICENSOR’S OBLIGATIONS AS SET FORTH IN SECTION 10.2 (INDEMNITY) AND EACH PARTY’S OBLIGATIONS AS SET FORTH
    IN SECTION 6 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES
    ARISING OUT OF OR IN CONNECTION WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND NEITHER PARTY’S LIABILITY
    UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF TWO TIMES THE AMOUNT FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.
	 	 
	10.2	Indemnity.
	 	 
	 	 	(a)	Infringement
    Indemnity. Licensor agrees to defend, indemnify and hold harmless Licensee, Licensee’s Affiliates and their employees,
    directors, shareholders and Agents (collectively the “Indemnified Group”) from and against any expense, cost,
    damage, loss, fine, penalty, liability or judgment, and settlements thereof, including reasonable attorneys’ fees, suffered
    or incurred by the Indemnified Group as a result of any claim, demand, action, arbitration, suit or similar proceeding brought
    or asserted against one or more members of the Indemnified Group by any third party (hereafter “Claim”) alleging
    that the Patents and/or Licensed Know-how, or the use of the Patents and/or Licensed Know-how by Licensee or a Licensee affiliate
    in accordance with the license granted under this License Agreement infringes or misappropriates any patent, trademark, copyright,
    trade secret or other proprietary right of such third party.


 




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	 	 	(b)	Infringement
    Remedies. If a third party Claim causes Licensee’s or a Licensee affiliate’s quiet enjoyment and use of the
    Patents and/or Licensed Know-how to be endangered or disrupted, Licensor shall, in a timely manner, at its sole expense and
    in addition to its obligations under Section 10.2(a):
	 	 	 	 	 
	 	 	 	(i)	modify
    or replace the Patents and/or Licensed Know-how so that the Patents and/or Licensed Know-how as a whole are no longer infringing,
    provided that the Patents and/or Licensed Know-how (as so modified or replaced) is functionally equivalent in all material
    respects and is not changed adversely in any material respect; or
	 	 	 	 	 
	 	 	 	(ii)	procure
    for Licensee and Licensee’s affiliates the right to continue using the Patents and/or Licensed Know-how; or
	 	 	 	 	 
	 	 	 	(iii)	if
    neither of the foregoing is, in Licensor’s reasonable opinion, commercially reasonable, request Licensee to remove the
    Patents and/or Licensed Know-how and promptly reimburse the Indemnified Group for all amounts paid hereunder for and in connection
    with the Patents and/or Licensed Know-how, its use, maintenance, and cessation of use, including all monies paid or reasonable
    expenses incurred by Licensee and Licensee’s affiliates.
	 	 
	10.3	If
    any third party makes a claim, or notifies an intention to make a claim, against the Licensee which may reasonably be considered
    likely to give rise to a liability under this indemnity (a Claim), the Licensee shall:
	 	 
	 	 	(a)	as
    soon as reasonably practicable, give written notice of the Claim to the Licensor, specifying the nature of the Claim in reasonable
    detail;
	 	 	 	 
	 	 	(b)	not
    make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the
    Licensor (such consent not to be unreasonably conditioned, withheld or delayed);
	 	 	 	 
	 	 	(c)	give
    the Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its
    officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records
    within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and
    to take copies (at the Licensor’s expense) for the purpose of assessing the Claim; and


 




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	 	 	(d)	take
    such action as the Licensor may reasonably request to avoid, dispute, compromise or defend the Claim.
	 	 
	 	Failure
    to give such notice shall not abrogate or diminish Licensor’s obligations under Section 10.2 if Licensor has or receives
    knowledge of the existence of such Claim by any other means, or if such failure does not materially prejudice Licensor’s
    ability to defend the same.
	 	 
	10.4	The
    Licensee shall, at its expense, carry premises liability insurance, comprehensive general liability insurance coverage of
    US$[***] per occurrence with a $[***] limit for a total amount of $[***]. The Licensee shall ensure that such insurance policy
    remains in effect throughout the duration of this License Agreement, and shall supply the Licensor with a copy of such policy
    on request.
	 	 
	10.5	Nothing
    in this License Agreement shall have the effect of excluding or limiting any liability for death or personal injury caused
    by negligence.
	 	 
	11.	Additional
    licensee obligations
	 	 
	11.1	The
    Licensee shall:
	 	 
	 	 	(a)	obtain
    at its own expense all licences, permits and consents necessary for the provision of the Products in the Territory;
	 	 	 	 
	 	 	(b)	only
    make use of the Patents and the Licensed Know-how for the purposes authorised in this License Agreement;
	 	 	 	 
	 	 	(c)	comply
    with all regulations and practices in force or use in the Territory to safeguard the Licensor’s rights in the Patents
    and the Licensed Know-how; and
	 	 	 	 
	 	 	(d)	obtain
    any Government approval required for this License Agreement in any country in the Territory or the country of the Licensee,
    before the Effective Date and shall provide the Licensor with a copy of such approval.
	 	 
	11.2	The
    Licensee shall not, nor directly or indirectly assist any other person to do or omit to do anything to diminish the rights
    of the Licensor in the Patents or the Licensed Know-how or impair any registration of the Patents.
	 	 
	11.3	The
    Licensee acknowledges and agrees that the exercise of the licence granted to the Licensee under this License Agreement is
    subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Licensee understands
    and agrees that it shall at all times be solely liable and responsible for such due observance and performance.


 




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	12.	Sub-licensing
	 	 
	 	The
    Licensee shall have the right to grant to Licensed Users a sub-licence of any of its rights under this License Agreement solely
    to the extent necessary for them to access and use the Products provided that all sub-licences granted shall terminate automatically
    on termination or expiry of this License Agreement.
	 	 
	13.	Warranties
	 	 
	13.1	Authority.
    Each Party represents and warrants that it has: (a) all requisite legal and corporate power to execute and deliver this License
    Agreement, (b) taken all corporate action necessary for the authorization, execution and delivery of this License Agreement,
    (c) no agreement or understanding with any third party that interferes with or will interfere with its performance of its
    obligations under this License Agreement, (d) obtained and will maintain all rights, approvals and consents necessary to perform
    its obligations and grant all rights and licenses granted under this License Agreement, and (e) taken all action required
    to make this License Agreement a legal, valid and binding obligation of such Party, enforceable against such Party in accordance
    with its terms.
	 	 
	13.2	Performance.
    Licensor represents and warrants that the Patents and License Know-how will conform to the specifications and Documentation
    of Licensor (incorporated herein) and the Acceptance Criteria.
	 	 
	13.3	No
    Infringement. Licensor represents and warrants to Licensee that:
	 	 
	 	 	(a)	Licensor
    owns all right, title and interest in and to the Patents and License Know-how and has the full legal right to grant the License
    in accordance with this License Agreement;
	 	 	 	 
	 	 	(b)	entering
    into and carrying out the terms and conditions of this License Agreement will not violate or constitute a breach of any agreement
    binding upon Licensor;
	 	 	 	 
	 	 	(c)	as
    of the date on which Licensor delivers the Patents and License Know-how (and also on the date of delivery of each update and
    upgrade) there is no claim, litigation or proceeding pending or (to the best of Licensor’s knowledge) threatened against
    Licensor with respect to the Patents and License Know-how or any component thereof alleging infringement or misappropriation
    of any patent, trademark, copyright or any trade secret or other proprietary right of any person or entity; and


 




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	 	 	(d)	neither
    the Patents and License Know-how nor any use by Licensee or Licensee’s affiliates of the Patents and License Know-how
    does or will infringe or misappropriate in any respect any patent, trademark, copyright, trade secret or other proprietary
    right of any third party.
	 	 
	13.4	Compliance
    with Laws. Licensor represents and warrants that in the performance of this License Agreement, Licensor, and the Patents
    and License Know-how provided hereunder, will comply with applicable laws, rules and regulations of applicable jurisdictions
    that are applicable to Licensor in performing its obligations to Licensee or that would be applicable to Licensee if Licensee
    were performing those obligations using its own employees and assets.
	 	 
	13.5	Personnel.
    Licensor warrants that each of its employees, agents or representatives assigned to perform hereunder (“Personnel”)
    shall have proper skill, training and background and shall perform in a competent and professional manner.
	 	 
	14.	Assignment
and other dealings
	 	 
	14.1	Reserved.
	 	 
	14.2	Subject
    to the Licensee’s written consent, which shall not be unreasonably withheld, the Licensor may at any time assign, mortgage,
    charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this License
    Agreement provided that the Licensor gives written notice of such dealing to the Licensee.
	 	 
	14.3	Subject
    to the Licensee’s written consent, which shall not be unreasonably withheld, the Licensor may sub-contract or delegate
    in any manner any or all of its obligations under this License Agreement to any third party.
	 	 
	14.4	The
    Licensee shall, at the Licensor’s request, execute any agreements or other instruments (including any supplement or
    amendment to this License Agreement) which may be required in order to give effect to or perfect any assignment, transfer,
    mortgage, charge or other dealing referred to in Section 14.2.
	 	 
	15.	Duration
    and termination
	 	 
	15.1	This
    License Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with Section 15.2,
    shall remain in force until Licensee notifies Licensor of its intent to terminate the License Agreement and does not pay the
    Annual License Fee for the upcoming Contract Year.


 




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	15.2	Without
    prejudice to any rights that have accrued under this License Agreement or any of its rights or remedies, the Licensor may
    terminate this License Agreement immediately by giving written notice to the Licensee if any of the following circumstances
    occurs:
	 	 
	 	 	(a)	the
    Licensee fails to pay any undisputed amount due under this License Agreement on the due date for payment and remains in default
    not less than thirty (30) days after being notified in writing to make such payment;
	 	 	 	 
	 	 	(b)	the
    Licensee commits a breach of any other material term of this agreement which breach is irremediable or (if such breach is
    remediable) fails to remedy that breach within a period of sixty (60) days after being notified in writing to do so;
	 	 	 	 
	 	 	(c)	the
    Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits
    inability to pay its debts;
	 	 	 	 
	 	 	(d)	the
    Licensee takes any step or action for or in connection with its entering administration, provisional liquidation or any composition
    or arrangement with its creditors (other than in relation to a solvent amalgamation or restructuring), being wound up (whether
    voluntarily or by order of the court, unless for the purpose of a solvent amalgamation or restructuring), having a receiver
    appointed to any of its assets or ceasing to carry on business, or, if the step or action is taken in another jurisdiction,
    in connection with any analogous procedure in the relevant jurisdiction;
	 	 	 	 
	 	 	(e)	the
    Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
	 	 	 	 
	 	 	(f)	the
    Licensee brings forth a Patent Challenge.
	 	 
	16.	Consequences
    of termination
	 	 
	16.1	On
    expiry or termination of this License Agreement for any reason and subject to any express provisions set out elsewhere in
    this License Agreement:
	 	 
	 	 	(a)	all
    outstanding sums payable by the Licensee to the Licensor shall immediately become due and payable;
	 	 	 	 
	 	 	(b)	all
    rights and licences granted pursuant to this License Agreement shall cease;
	 	 	 	 
	 	 	(c)	subject
    to Section 16.2, the Licensee shall cease all exploitation of the Patents, the Licensed Know-how and any other know-how provided
    by the Licensor to the Licensee, except insofar as such Licensed Know-how and other know-how ceases or has ceased to be confidential,
    unless this is or was as a consequence of the default of the Licensee;


 




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	 	 	(d)	the
    Licensee shall co-operate with the Licensor in the cancellation of any licences registered pursuant to this License Agreement
    and shall execute such documents and do all acts and things as may be necessary to effect such cancellation.
	 	 
	16.2	On
    expiry or termination of this License Agreement for any reason other than termination by the Licensor under any right provided
    by Section 15.2 the Licensee shall for a period of 30 days after the date of termination have the right to continue to supply
    the Products, provided that any additional royalty payable under the provisions of Section 8 (Royalty) is paid to the Licensor
    within 60 days after termination.
	 	 
	16.3	Any
    provision of this License Agreement that expressly or by implication is intended to come into or continue in force on or after
    termination or expiry of this License Agreement shall remain in full force and effect.
	 	 
	16.4	Termination
    or expiry of this License Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that
    have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the
    License Agreement which existed at or before the date of termination or expiry.
	 	 
	17.	Further
    assurance
	 	 
	 	Each
    Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and
    deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this License
    Agreement.
	 	 
	18.	Waiver
	 	 
	 	No
    failure or delay by a Party to exercise any right or remedy provided under this License Agreement or by law shall constitute
    a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other
    right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that
    or any other right or remedy.
	 	 
	19.	Entire
    agreement
	 	 
	19.1	This
    License Agreement and the Letter Agreement constitute the entire agreement between the parties and supersedes and extinguishes
    all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written
    or oral, relating to its subject matter. In the event of a conflict between the terms of this License Agreement and the Letter
    Agreement, this License Agreement shall control.


 




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	19.2	Each
    party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made
    innocently or negligently) that is not set out in this License Agreement or the Letter Agreement. Each Party agrees that it
    shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this License
    Agreement or the Letter Agreement.
	 	 
	20.	Variation
	 	 
	 	No
    variation of this License Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised
    representatives).
	 	 
	21.	Severance
	 	 
	21.1	If
    any provision or part-provision of this License Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed
    modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the
    relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision
    under this Section shall not affect the validity and enforceability of the rest of this License Agreement.
	 	 
	21.2	If
    one Party gives notice to the other of the possibility that any provision or part-provision of this License Agreement is invalid,
    illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal,
    valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
	 	 
	22.	Counterparts
	 	 
	 	This
    License Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate
    original, but all the counterparts shall together constitute the one agreement.
	 	 
	23.	Third
    party rights
	 	 
	 	No
    one other than a Party to this License Agreement, their successors and permitted assignees, shall have any right to enforce
    any of its terms.


 




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	24.	No
    partnership or agency
	 	 
	24.1	Nothing
    in this License Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of
    the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments
    for or on behalf of the other Party.
	 	 
	24.2	Each
    Party confirms it is acting on its own behalf and not for the benefit of any other person.
	 	 
	25.	Force
    majeure
	 	 
	 	Neither
    Party shall be in breach of this License Agreement nor liable for delay in performing, or failure to perform, any of its obligations
    under this License Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance
    of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 12 weeks,
    the Party not affected may terminate this License Agreement by giving 14 days’ written notice to the affected Party.
	 	 
	26.	Notices
	 	 
	26.1	A
    notice given to a Party under or in connection with this License Agreement:
	 	 
	 	 	(a)	shall
    be in writing
	 	 	 	 
	 	 	(b)	shall
    be signed by or on behalf of the Party giving it;
	 	 	 	 
	 	 	(c)	shall
    be sent to the Party for the attention of the contact and at the address, email address, listed in Section 26.2, or such other
    address, email address, as that Party may notify in accordance with Section 26.3;
	 	 	 	 
	 	 	(d)	shall
    be sent by a method listed in Section 26.4; and
	 	 	 	 
	 	 	(e)	unless
    proved otherwise is deemed received as set out in Section 26.4 if prepared and sent in accordance with this Section.


 


	26.2	The
    addresses, and email addresses for service of notices are:
	 	 
	 	●	Licensor
	 	 	 	 
	 	 	●	Address:
    12 The Ceders, Castlejane Woods, Glanmire
	 	 	 	 
	 	 	●	For
    the attention of: Paul Sutton


 




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	 	 	●	Email
    address:
	 	 	 
	 	●	Licensee
	 	 	 
	 	 	●	Address:
    2901 Enterprise Lane, Midland, Texas 79706
	 	 	 	 
	 	 	●	For
    the attention of: Abel Avellan
	 	 	 	 
	 	 	●	Email
    address:


 


	26.3	A
    Party may change its details given in Section 26.2 by giving notice, the change taking effect for the Party notified of the
    change at 9.00am on the later of:
	 	 
	 	 	(a)	the
    date, if any, specified in the notice as the effective date for the change; or
	 	 	 	 
	 	 	(b)	the
    date five Business Days after deemed receipt of the notice.
	 	 
	26.4	This
    Section sets out the delivery methods for sending a notice to a Party under this License Agreement and, for each delivery
    method, the date and time when the notice is deemed to have been received, provided that all other requirements of this Section
    have been satisfied and subject to the provisions in Section 26.5:
	 	 
	 	 	(a)	if
    delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address;
	 	 	 	 
	 	 	(b)	if
    sent by pre-paid airmail providing proof of postage, at 9.00am on the fifth Business Day after posting; or
	 	 	 	 
	 	 	(c)	if
    sent by email, at the time of transmission.
	 	 
	26.5	For
    the purpose of Section 26.4 and calculating deemed receipt:
	 	 
	 	 	(a)	all
    references to time are to local time in the place of deemed receipt; and
	 	 	 	 
	 	 	(b)	if
    deemed receipt would occur outside ordinary business hours, at 9.00am on the next Business Day.
	 	 
	26.6	This
    Section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any
    arbitration or other method of dispute resolution.
	 	 
	26.7	A
    notice given under or in connection with this License Agreement is not valid if sent by email.


 




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	27.	Inadequacy
    of damages
	 	 
	 	Without
    prejudice to any other rights or remedies that the Licensor may have, the Licensee acknowledges and agrees that damages alone
    would not be an adequate remedy for any breach of the terms of this License Agreement by the Licensee. Accordingly, the Licensor
    shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual
    breach of the terms of this License Agreement.
	 	 
	28.	Multi-tiered
    dispute resolution procedure
	 	 
	28.1	Subject
    as may be provided elsewhere in this License Agreement, all disputes, differences or questions arising in relation to this
    License Agreement shall be referred in the first instance to the managing director of the Licensor and the managing director
    of the Licensee, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within
    one calendar month.
	 	 
	28.2	If
    the managing directors fail to resolve the matter within one calendar month, the Parties will attempt to settle it by mediation
    and the mediation will start, unless otherwise agreed between the Parties, within 28 days of one Party issuing a request to
    mediate to the other.
	 	 
	28.3	Unless
    otherwise agreed between the Parties, the mediator will be nominated by Irish Commercial Mediation Association. The mediation
    will take place in Cork and the language of the mediation will be English. Any Mediation Agreement shall be governed by, and
    construed and take effect in accordance with, the substantive laws of the United Kingdom.
	 	 
	28.4	No
    Party may commence any court proceedings under Section 30 in relation to the whole or part of the Dispute until 48 days after
    service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
	 	 
	28.5	If
    the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the
    Parties may agree in writing, either Party may issue court proceedings in accordance with Section 30 in this License Agreement.
	 	 
	29.	Governing
    law
	 	 
	 	This
    licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject
    matter or formation shall be governed by and construed in accordance with the laws of England.
	 	 
	30.	Jurisdiction
	 	 
	 	Each
    Party irrevocably agrees that the courts of the United Kingdom shall have exclusive jurisdiction to settle any dispute or
    claim (including non-contractual disputes or claims) arising out of or in connection with this License Agreement or its subject
    matter or formation.


 




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This
License Agreement has been entered into on the date stated at the beginning of it.


 


	SRS
    Space Limited	 	AST
    & Science, LLC
	 	 	 
	By:	/s/
    Paul Sutton	 	By:	/s/
    Abel Avellan
	Name:	Paul
    Sutton	 	 	Abel
    Avellan, President & CEO
	Title:	Director	 	 


 




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