Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Strategic Collaboration Term Sheet

As previously, announced, on January 5, 2025, AST & Science, LLC ("AST, LLC"), a subsidiary of AST SpaceMobile, Inc. (the "Company"), entered into a binding agreement (the "Strategic Collaboration Term Sheet") with Ligado Networks LLC ("Ligado LLC") under which the Company will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States for direct-to-device satellite applications. This agreement, when consummated, will add additional capabilities to the Company's technology and space-based network, based on the largest-ever communications arrays deployed in low Earth orbit, pairing existing plans for the continental United States on low-band spectrum, which offers superior penetration and coverage characteristics, with access to up to 45 MHz of lower mid-band spectrum, the largest available block of high-quality nationwide spectrum in the United States.

The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries (together with Ligado LLC, "Ligado") filed voluntary petitions for relief (the "Bankruptcy Filing") under Chapter 11 of United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on January 5, 2025. The transactions contemplated in the Strategic Collaboration Term Sheet (collectively, the "AST Transaction") are subject to the approval of the Bankruptcy Court, which approval should shortly precede confirmation of a pre-arranged chapter 11 plan of reorganization (the "Plan").

Pursuant to the Strategic Collaboration Term Sheet, and subject to the execution of definitive agreements memorializing the AST Transaction (the "Definitive Agreements"), among other things, (1) Ligado LLC will provide to AST the right to use its satellites, ground station assets and L-band spectrum, including substantially all of the capacity on SkyTerra-1 and any replacement or follow on satellites and, in exchange, (2) AST, LLC will provide to Ligado LLC: (a) approximately 4.7 million penny warrants exercisable for shares of the Company's Class A common stock, subject to a 12-month lock-up, payable on execution of definitive documentation (the "Penny Warrants"), (b) at AST, LLC's option, either $350 million in cash or $350 million in Class A common stock of the Company, payable on the closing of the AST Transaction, (c) at AST, LLC's option, either $200 million in cash or $200 million of convertible notes on market terms, payable on closing of the AST Transaction, (d) $80 million annual payments in cash for use of the L-band spectrum until the earlier of (i) December 31, 2107 or (ii) the termination of the Definitive Agreements (any portion of such amount in excess of the amount owed by Ligado to utilize the L-band spectrum may be paid by AST, LLC in equity rather than cash for 3 years after closing), provided that such usage-right consideration amount covers 100% of amounts due from Ligado to utilize the L-band spectrum and (e) certain revenue share payments derived from the usage of the L-band spectrum and from North American operations until December 31, 2107.

In addition, upon the execution of the Definitive Agreements, AST, LLC will sublease spectrum under the Master Agreement (1670-1675 MHz Spectrum), dated as of July 16, 2007, by and among Crown Castle MM Holding LLC, OP LLC and TVCC One Six Holdings LLC (succeeded by One Dot Six LLC), as amended on December 2, 2022 and the Amended and Restated Long-Term De Facto Transfer Lease Agreement, dated as of December 2, 2022, by and between OP, LLC and One Dot Six LLC (collectively, the "CCI Agreement") for space to ground use on a preemptable basis. For such sublease, AST, LLC will pay the annual sublease amount due in cash plus a 30% premium with respect to each such payment payable in Class A common stock of the Company. For seven years after the execution of Definitive Agreements, AST, LLC will have the right to exercise an option to purchase spectrum under the CCI Agreement, so long as AST, LLC pays Ligado the purchase price with respect to such option plus a premium of 30% with respect to such purchase price payable in Class A common stock of the Company.