ASTS Filing
8-KFiling Date: Jul 20, 2026
AST SpaceMobile, Inc. (ASTS) · Material Event (8-K) SEC Filing
Material Agreement, Financial Obligation, Securities Issuance, Other Events, Financial Statements
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ACC: 0001493152-26-033912open_in_new
Event Type
Material AgreementFinancial ObligationSecurities IssuanceOther EventsFinancial Statements
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Event Description
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Item 1.01. Material Agreement expand_more
Event Description
Item 1.01. Material Agreementhourglass_top
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Item 2.03. Financial Obligation expand_more
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Item 2.03. Financial Obligationattach_file附件展品(1)
EX-10.1ex10-1.htm90,417 charsexpand_more
EX-10.1
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ex10-1.htm
EX-10.1
Exhibit
10.1
[Dealer
name and address]
To:
AST
SpaceMobile, Inc.
Midland
International Air & Space Port
2901
Enterprise Lane
Midland,
Texas 79706
From:
[Dealer]
Re:
Base
Capped Call Transaction
Date:
July
15, 2026
Dear
Ladies and Gentlemen:
The
purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced
transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”)
and AST SpaceMobile, Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation”
as referred to in the ISDA 2002 Master Agreement specified below.
1.
This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”)
and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and
together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives
Association, Inc. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will
govern, and in the event of any inconsistency between terms defined in the Equity Definitions and this Confirmation, this Confirmation
shall govern.
This
Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this
Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the ISDA
2002 Master Agreement as if Dealer and Counterparty had executed an agreement in such form on the Trade Date (but without any Schedule
except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine other
than as set forth in Sections 5-1401 and 5-1402 of the New York General Obligations Law), [(ii) the election of an executed guarantee
of [__________] (“Guarantor”) dated as of the Trade Date in substantially the form attached hereto as Schedule 1 as
a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider in relation to Dealer] and [(ii)][(iv)] the election
that the “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer, with (a) a “Threshold
Amount” of 3% of the shareholders’ equity of [Dealer][Guarantor] on the Trade Date, (b) “Specified Indebtedness”
having the meaning set forth in Section 14 of the Agreement, except that it shall not include any obligation in respect of deposits received
in the ordinary course of [Dealer’s][Guarantor’s] banking business, (c) the phrase “, or becoming capable at such time
of being declared,” being deleted from clause (1) of such Section 5(a)(vi) of the Agreement and (d) the following sentence being
added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall
not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature;
(ii) funds were available to enable the relevant party to make payment when due; and (iii) the payment is made within two Local Business
Days of such party’s receipt of written notice of its failure to pay.”).
All
provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein.
In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.
The
Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and
Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed
to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation
or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction
under, or otherwise governed by, such existing or deemed ISDA Master Agreement.
2.
The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction
to which this Confirmation relates are as follows:
General Terms:
Trade
Date:
July
15, 2026
Effective
Date:
July
20, 2026, or such other date as agreed by the parties in writing.
Components:
The
Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with
the Number of Options and Expiration Date set forth in Annex A to this Confirmation. The exercise, valuation and settlement
of the Transaction will be effected separately for each Component as if each Component were a separate Transaction under the Agreement.
Option
Style:
“European”,
as described under “Procedures for Exercise” below.
Option
Type:
Call
Seller:
Dealer
Buyer:
Counterparty
Shares:
The
Class A common stock of Counterparty, par value USD 0.0001 per share (Ticker Symbol: “ASTS”).
Number
of Options:
For
each Component, as provided in Annex A to this Confirmation.
Option
Entitlement:
One
Share per Option
Strike
Price:
USD
79.5722
Cap
Price:
USD
[_____]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with
any adjustment by the Calculation Agent under this Confirmation.
Number
of Shares:
As
of any date, a number of Shares equal to the product of (i) the aggregate Number of Options for all Components and (ii) the Option
Entitlement.
Premium:
USD
[_____] (Premium per Option approximately USD [_____]); Dealer and Counterparty hereby agree that notwithstanding anything to the
contrary herein or in the Agreement, following the payment of the Premium, in the event that (a) an Early Termination Date (whether
as a result of an Event of Default or a Termination Event) (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv)
of the Agreement that is within Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result,
Counterparty owes to Dealer the amount calculated under Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated
as if the Transactions terminated on such Early Termination Date were the sole Transactions under the Agreement) or (b) Counterparty
owes to Dealer, pursuant to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity
Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.
2
Premium Payment Date:
The Effective Date
Exchange:
Nasdaq Global Select Market
Related Exchange:
All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such Section.
Procedures for Exercise:
Expiration Time:
The Valuation Time
Expiration Date:
For any Component, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, if any Expiration Date that occurs on the Final Termination Date is a Disrupted Day, the Relevant Price for such Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Component and may determine the Relevant Price based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
Final Termination Date:
March 28, 2034
Automatic Exercise:
Applicable; and means that the Number of Options for the relevant Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component. “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.
3
Valuation
Time:
The
close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended,
the Calculation Agent shall determine the Valuation Time in a good faith and commercially reasonable manner.
Valuation
Date:
For
any Component, the Expiration Date therefor.
Market
Disruption Event:
Section
6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the
one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in
Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.
Section
6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled
Closing Time” in the fourth line thereof.
Settlement Terms:
Settlement
Method Election:
Applicable;
provided that (a) Section 7.1 of the Equity Definitions is hereby amended by replacing
the term “Physical Settlement” with the term “Net Share Settlement”,
(b) Counterparty must make a single irrevocable election for all Components and (c) if Counterparty
is electing Cash Settlement, such Settlement Method Election will be effective only if Counterparty
represents and warrants to Dealer in writing on the date of such Settlement Method Election
that (i) Counterparty is not in possession of any material non-public information regarding
Counterparty or the Shares, and (ii) such election is being made in good faith and not as
part of a plan or scheme to evade compliance with the federal securities laws.
Without
limiting the generality of the foregoing, Counterparty acknowledges its responsibilities under applicable securities laws, and in
particular Sections 9 and 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
rules and regulations promulgated thereunder in respect of such election.
Electing
Party:
Counterparty
Settlement
Method Election Date:
The
second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.
Default
Settlement Method:
Net
Share Settlement
Net
Share Settlement:
With
respect to any Component, if Net Share Settlement is applicable to the Options exercised
or deemed exercised hereunder, Dealer will deliver to Counterparty, on the Settlement Date,
a number of Shares (the “Net Share Settlement Amount”) equal to (i) the
Daily Option Value on the Expiration Date of such Component divided by (ii) the Relevant
Price on such Expiration Date.
Dealer
will deliver cash in lieu of any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the
Relevant Price for the Expiration Date of such Component.
Cash
Settlement:
With
respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in lieu of Section
8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the Settlement Date, an amount of cash (the “Cash Settlement
Amount”) equal to the Daily Option Value on the Expiration Date of such Component.
4
Daily
Option Value:
For
any Component, an amount equal to (i) the Number of Options in such Component, multiplied by (ii) the Option Entitlement,
multiplied by (iii) (A) the lesser of the Relevant Price on the Expiration Date of such Component and the Cap Price, minus
(B) the Strike Price on such Expiration Date; provided that if the calculation contained in clause (iii) above results in
a negative number, the Daily Option Value for such Component shall be deemed to be zero. In no event will the Daily Option Value
be less than zero.
Valid
Day:
A
day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange. If the Shares
are not listed, quoted or admitted for trading on any U.S. securities exchange or any other market, “Valid Day”
means a Business Day.
Scheduled
Valid Day:
A
day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or admitted for trading on any U.S.
securities exchange or any other market, “Scheduled Valid Day” means a Business Day.
Business
Day:
Any
day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law, regulation or executive
order to close or be closed in the State of New York.
Relevant
Price:
On
any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg
page “ASTS <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”)
in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on
such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid
Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted
average method substantially similar to the method for determining the VWAP). The Relevant Price will be determined without regard
to after-hours trading or any other trading outside of the regular trading session trading hours.
Settlement
Date:
For
all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the Component with
the latest scheduled Expiration Date.
Settlement
Currency:
USD
Other
Applicable Provisions:
The
provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in
such provisions to “Physically-settled” shall be read as references to “Net Share Settlement.”
5
Representation
and Agreement:
Notwithstanding
anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge
that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions, obligations and limitations arising
from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required
to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to
Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the
“Securities Act”)).
Adjustments:
Method
of Adjustment:
Calculation
Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at prevailing market prices and (y)
Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including,
without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with
customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events
so long as, in the case of clause (y), after giving effect to such transaction, the aggregate number of Shares repurchased during
the term of the Transaction pursuant to all such transactions described in clause (y) would not exceed 20% of the number of Shares
outstanding as of the Trade Date, as determined by the Calculation Agent and as adjusted by the Calculation Agent in a commercially
reasonable manner to account for any subdivision or combination with respect to the Shares.
Extraordinary Events:
New
Shares:
In
the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its
entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The Nasdaq Global Market
or The Nasdaq Global Select Market (or their respective successors) and of an entity or person organized under the laws of the United
States, any State thereof or the District of Columbia”.
Consequences
of Merger Events:
(a) Share-for-Share:
Modified
Calculation Agent Adjustment
(b) Share-for-Other:
Cancellation
and Payment (Calculation Agent Determination)
(c) Share-for-Combined:
Cancellation
and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component Adjustment for all
or part of the Transaction
Tender
Offer:
Applicable;
provided that (x) the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions will be amended
by replacing “10%” with “20%” and (y) each of Section 12.1(d), Section 12.1(e) and Section 12.(l) of the
Equity Definitions will be amended by replacing the references therein to “voting shares” with “Shares”.
Consequences
of Tender Offers:
(a) Share-for-Share:
Modified
Calculation Agent Adjustment
(b) Share-for-Other:
Modified
Calculation Agent Adjustment
6
(c) Share-for-Combined:
Modified
Calculation Agent Adjustment
Consequences
of Announcement Events:
Modified
Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement
Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references
to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase
“exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall
be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”
and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or
after the Announcement Event,” shall be inserted prior to the word “which” in the seventh line, and (z) for the
avoidance of doubt, the Calculation Agent shall, in good faith and a commercially reasonable manner, determine whether the relevant
Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price accordingly to take
into account such economic effect on one or more occasions on or after the date of the Announcement Event up to, and including, the
final Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment
in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall
not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions
or the Agreement; provided that in no event shall the Cap Price be adjusted to be less than the Strike Price. An
Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the
Equity Definitions is applicable; provided further that upon the Calculation Agent making an adjustment, determined in a commercially
reasonable manner, to the Cap Price upon any Announcement Event, then the Calculation Agent shall make an adjustment to the Cap Price
upon any announcement regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any
such event to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction (provided
that in no event shall the Cap Price be less than the Strike Price).
Announcement
Event:
(i)
The public announcement (whether by Counterparty, any agent of Counterparty, any affiliate of Counterparty, a Valid Third Party Entity
or any affiliate, agent or representative of a Valid Third Party Entity) of any transaction or event that is reasonably likely to
be completed (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed,
the Calculation Agent may take into consideration the effect of the relevant announcement on the Shares and/or options relating to
the Shares) and, if completed, would constitute a Merger Event or Tender Offer, or the announcement by Counterparty of any intention
to enter into a Merger Event or Tender Offer, (ii) the public announcement by Counterparty of an intention by Counterparty to solicit
or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer,
(iii) the public announcement (whether by Counterparty, any agent of Counterparty, any affiliate of Counterparty, a Valid Third Party
Entity or any affiliate, agent or representative of a Valid Third Party Entity) of any potential acquisition or disposition by Counterparty
and/or its subsidiaries where the consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement,
or (iv) any subsequent public announcement (whether by Counterparty, any agent of Counterparty, any affiliate of Counterparty, a
Valid Third Party Entity or any affiliate, agent or representative of a Valid Third Party Entity) of a change to a transaction or
intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) of this sentence (including,
without limitation, a new announcement relating to such a transaction or intention or the announcement of a withdrawal from, or the
abandonment or discontinuation of, such a transaction or intention); provided that, for the avoidance of doubt, the occurrence
of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event
with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” “Merger
Event” shall have the meaning set forth in Section 12.1(b) of the Equity Definitions; provided that the portion of such
definition following the definition of “Reverse Merger” shall be disregarded.
7
Valid
Third Party Entity:
In
respect of any transaction or event, any third party that has a bona fide intent to enter into or consummate such transaction or
event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent
may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to
the Shares).
Notice
of Merger Consideration and Consequences:
Upon
the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration
(determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior
to the relevant Merger Date) notify the Calculation Agent of (i) the type and amount of consideration that a holder of Shares would
have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions
that cause Shares to be converted into the right to receive more than a single type of consideration and (ii) the weighted average
of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.
Nationalization,
Insolvency or Delisting:
Cancellation
and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the
Equity Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any
of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if
the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation
system shall thereafter be deemed to be the Exchange.
Additional
Termination Event(s):
Notwithstanding
anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, the Transaction would be cancelled
or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with
the Transaction (or the cancelled or terminated portion thereof) being the Affected Transaction and Counterparty being the sole Affected
Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement
shall apply to such Affected Transaction.
8
Additional Disruption Events:
(a)
Change in Law:
Applicable;
provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation”
in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii)
by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately
following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging
Party on the Trade Date”; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended
by (i) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including,
for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized
or mandated by existing statute)” and (ii) adding the words “, or holding, acquiring or disposing of Shares or any Hedge
Positions relating to,” after the words “obligations under” in clause (Y) thereof.
(b)
Failure to Deliver:
Applicable
(c)
Insolvency Filing:
Applicable
(d)
Hedging Disruption:
Applicable;
provided that:
(i)
Section 12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following sentence at the end of such Section:
“For
the avoidance of doubt, (i) the term “equity price risk” shall be deemed to include, but shall not be limited to, stock
price and volatility risk, and (ii) the transactions or assets referred to in phrases (A) or (B) above must be available on commercially
reasonable pricing and other terms.”;
(ii)
Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to
terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”; and
(iii)
it shall not be a Hedging Disruption if such inability occurs solely due to the deterioration of the creditworthiness of the Hedging
Party.
(e)
Increased Cost of Hedging:
Not
Applicable
Hedging
Party:
Dealer
9
Determining
Party:
For
all applicable Extraordinary Events, Dealer; all calculations and determinations made by the Determining Party shall be made in good
faith and in a commercially reasonable manner; provided that, upon receipt of written request from Counterparty, the Determining
Party shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment
or determination made by it (including any quotations, market data or information from internal or external sources used in making
such calculation, adjustment or determination, as the case may be, in a commonly used file format for the storage and manipulation
of financial data, but without disclosing Determining Party’s proprietary models or other information that may be proprietary
or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable
efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.
Non-Reliance:
Applicable
Agreements
and Acknowledgments Regarding Hedging Activities:
Applicable
Additional
Acknowledgments:
Applicable
3.
Calculation Agent: Dealer; provided that, following the occurrence of an Event of Default of the type described in Section
5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, Counterparty shall have the right to designate
a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the
date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation
Agent.
All
calculations, adjustments and determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable
manner; provided that, upon receipt of written request from Counterparty, the Calculation Agent shall promptly provide Counterparty
with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations,
market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case
may be, but without disclosing Dealer’s proprietary models or other information that may be proprietary or subject to contractual,
legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written
explanation within five (5) Exchange Business Days from the receipt of such request.
4.
Account Details:
Dealer
Payment Instructions:
Bank:
[____________]
SWIFT:
[____________]
Bank
Routing:
[____________]
Acct
Name:
[____________]
Acct
No.:
[____________]
Counterparty
Payment Instructions: To be advised.
5.
Offices:
The
Office of Dealer for the Transaction is: [____________]
The
Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.
10
6.
Notices: For purposes of this Confirmation:
(a)
Address for notices or communications to Counterparty:
To: AST
SpaceMobile, Inc.
Midland
International Air & Space Port
2901
Enterprise Lane
Midland,
Texas 79706
Attention: Chief
Legal Officer
Email: [email protected]
(b)
Address for notices or communications to Dealer:
To: [__]
[__]
[__]
Attention: [__]
Telephone: [__]
Facsimile: [__]
Email: [__]
7.
Representations, Warranties and Agreements:
(a)
In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty represents and
warrants to and for the benefit of, and agrees with, Dealer as follows:
(i)
On the Trade Date (A) none of Counterparty and its officers and directors is aware of any material non-public information regarding Counterparty
or the Shares, and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to
the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements
contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were
made, not misleading.
(ii)
Counterparty is not on the Trade Date engaged in a “distribution,” as such term is defined in Regulation M under the Exchange
Act (“Regulation M”), of any securities of Counterparty, other than a distribution meeting the requirements of the
exceptions set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty shall not, until the second Exchange Business Day
immediately following the Trade Date, engage in any such distribution.
(iii)
On the Trade Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule
10b-18 of the Exchange Act) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative
instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating
to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository
share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer.
(iv)
Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its
affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of
the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and
Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts
in Entity’s Own Equity (or any successor issue statements).
11
(v)
[Reserved.]
(vi)
On or prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing
the Transaction and approving the Transaction and any related hedging activity for purposes of Section 203 of the Delaware General Corporation
Law.
(vii)
Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible
into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares)
or otherwise in violation of the Exchange Act.
(viii)
Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment
company,” as such term is defined in the Investment Company Act of 1940, as amended.
(ix)
On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Counterparty is greater than
the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section
244 of the General Corporation Law of the State of Delaware) of Counterparty, (B) the capital of Counterparty is adequate to conduct
the business of Counterparty, and Counterparty’s entry into the Transaction will not impair its capital, (C) Counterparty has the
ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond
its ability to pay as such debts mature, (D) Counterparty is not “insolvent” (as such term is defined under Section 101(32)
of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (E) Counterparty would
be able to purchase the Number of Shares in compliance with the laws of the jurisdiction of Counterparty’s incorporation (including
the adequate surplus and capital requirements of Sections 154 and 160 of the General Corporation Law of the State of Delaware).
(x)
To Counterparty’s knowledge, no U.S. state or local law, rule, regulation or regulatory order applicable to the Shares would give
rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval
from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that no
such representation shall be made by Counterparty with respect to any rules and regulations applicable to Dealer (including, if applicable,
those promulgated by the Financial Industry Regulatory Authority, Inc.) arising from Dealer’s status as a regulated entity under
applicable law.
(xi)
Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer
or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50,000,000.
(b)
Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined in Section
1a(18) of the U.S. Commodity Exchange Act, as amended, and is entering into the Transaction as principal (and not as agent or in any
other capacity, fiduciary or otherwise) and not for the benefit of any third party.
(c)
Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration
under the Securities Act, by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i)
it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment
and its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate
to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in
the Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities
Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the
assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is
restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has
no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any
existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.
12
(d)
Each of Dealer and Counterparty agrees and acknowledges that Dealer is a “financial institution,” “swap participant”
and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties
hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in
Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
Code and a “settlement payment” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,”
as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection
herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning
of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B)
that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e),
546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.
(e)
As a condition to the effectiveness of the Transaction, Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective
Date and reasonably acceptable to Dealer in form and substance, with respect to certain of the matters set forth in Section 3(a)(i),
(ii), (iii) and (iv) of the Agreement and Section 7(a)(viii) hereof; provided that any such opinion of counsel may contain customary
exceptions and qualifications, including, without limitation, exceptions and qualifications relating to indemnification provisions.
(f)
Counterparty understands that notwithstanding any other relationship between Counterparty and Dealer and its affiliates, in connection
with the Transaction and any other over-the-counter derivative transactions between Counterparty and Dealer or its affiliates, Dealer
or its affiliates is acting as principal and is not a fiduciary or advisor in respect of any such transaction, including any entry, exercise,
amendment, unwind or termination thereof.
(g)
[Each party acknowledges and agrees to be bound by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. applicable
to transactions in options, and further agrees not to violate the position and exercise limits set forth therein.
(h)
Counterparty represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement and a copy
of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized
Options”.]
8.
Other Provisions:
(a)
Right to Extend. Dealer may divide any Component into additional Components and designate the Expiration Date and the Number of
Options for each such Component if Dealer determines, (x) in good faith and a commercially reasonable manner, that such further division
is necessary or advisable to preserve Dealer’s hedging or hedge unwind activity hereunder (assuming Dealer maintains a commercially
reasonable hedge position) in light of existing liquidity conditions or (y) in good faith, based on the advice of counsel, that such
further division is necessary or advisable to enable Dealer to effect purchases of Shares in connection with its commercially reasonable
hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser
of Counterparty, be compliant and consistent with applicable legal, regulatory or self-regulatory requirements, or with related policies
and procedures, generally applicable to transactions of the type of the Transaction; provided that in no event shall any Expiration
Date for any Component be postponed to a date later than the Final Termination Date.
13
(b)
Additional Termination Events. Promptly (but in any event within ten Scheduled Trading Days) following any repurchase, redemption
or conversion of any of Counterparty’s 1.625% Convertible Senior Notes due 2034 (the “Convertible Notes”) issued
pursuant to an Indenture to be dated July 20, 2026 between Counterparty and U.S. Bank Trust Company, National Association, as trustee,
Counterparty may notify Dealer in writing of such repurchase, redemption or conversion, the number of Convertible Notes so repurchased,
redeemed or converted, the number of Shares underlying such Convertible Notes and the number of Options as to which Counterparty elects
to exercise its termination rights under this Section 8(b) (any such notice, a “Note Repurchase Notice”). Notwithstanding
anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of (x) any Note Repurchase Notice, within the
applicable time period set forth in the preceding sentence, (y) a written representation and warranty by Counterparty that, as of the
date of such Note Repurchase Notice, Counterparty is not in possession of any material non-public information regarding Counterparty
or the Shares, and (z) a written representation and warranty by Counterparty that the aggregate Repurchase Options, together with any
options being terminated concurrently under other capped call transactions entered into in connection with the issuance of the Convertible
Notes, will not exceed the number of Shares underlying the Convertible Notes specified in such Note Repurchase Notice, divided by
the Option Entitlement, shall constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Note
Repurchase Notice and the related written representations and warranties, Dealer shall promptly designate an Exchange Business Day following
receipt of such Note Repurchase Notice as an Early Termination Date with respect to the portion of the Transaction corresponding to a
number of Options (the “Repurchase Options”) equal to the lesser of (A) the number of Options specified in such Note
Repurchase Notice and (B) the aggregate Number of Options as of the date Dealer designates such Early Termination Date and, as of such
date, the aggregate Number of Options shall be reduced by the number of Repurchase Options on a pro rata basis across all Components,
as determined by the Calculation Agent. Any payment hereunder with respect to such termination shall be calculated pursuant to Section
6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the
Transaction and an aggregate Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party
with respect to such Additional Termination Event, (3) the terminated portion of the Transaction were the sole Affected Transaction and
(4) Dealer were the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and to determine
the amount payable pursuant to Section 6(e) of the Agreement.
(c)
Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If (a) an Early Termination Date
(whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the
Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency
or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, (ii) a Merger Event or Tender
Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination
Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within
Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) and 6(e) of the Agreement
or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”),
then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless (a) Counterparty gives
irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City
time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination
Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) as of the date
of such election, Counterparty represents that is not in possession of any material non-public information regarding Counterparty or
the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal
securities laws, and (c) Dealer agrees, in its commercially reasonable discretion, to such election, in which case the provisions of
Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) and 6(e) of the Agreement, as the case
may be, shall apply.
Share
Termination Alternative:
If
applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable
period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the
Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the
manner reasonably requested by Counterparty free of payment.
Share
Termination Delivery Property:
A
number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the
Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional
portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate
the Share Termination Unit Price.
14
Share
Termination Unit Price:
The
value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in a commercially reasonable
manner and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of
doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider a variety
of factors, including the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with
the commercially reasonable purchase of Share Termination Delivery Property.
Share
Termination Delivery Unit:
One
Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result
of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a
unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any
requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency
or Merger Event, as determined by the Calculation Agent.
Failure
to Deliver:
Applicable
Other
Applicable Provisions:
If
Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions
and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except
that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination
Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share
Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.
(d)
Disposition of Hedge Shares. Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the
advice of legal counsel, the Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge
Shares”) cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall,
at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective
registration statement under the Securities Act to cover the resale of such Hedge Shares and (A) enter into an agreement, in form and
substance reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered offering for companies
of a similar size in a similar industry, (B) provide accountant’s “comfort” letters in customary form for registered
offerings of equity securities for companies of a similar size in a similar industry, (C) provide disclosure opinions of nationally recognized
outside counsel to Counterparty in customary form for registered offerings of equity securities for companies of a similar size in a
similar industry, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings
of equity securities for companies of a similar size in a similar industry and (E) afford Dealer a reasonable opportunity to conduct
a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities
for companies of a similar size in a similar industry (provided, however, that, if Counterparty elects clause (i) above but Dealer,
in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation,
or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d)
shall apply at the election of Counterparty); (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into
a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity
securities of companies of a similar size in a similar industry, in form and substance commercially reasonably satisfactory to Dealer
using best efforts to include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities
to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares from Dealer), opinions and certificates and such
other documentation as is customary for private placements agreements of equity securities of companies of a similar size in a similar
industry, as is reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the
Transaction that are necessary, in its good faith and commercially reasonable judgment, to compensate Dealer for any customary liquidity
discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the
Hedge Shares from Dealer at the then-current market price on such Exchange Business Days, and in the amounts and at such time(s), commercially
reasonably requested by Dealer. This Section 8(d) shall survive the termination, expiration or early unwind of the Transaction.
15
(e)
Repurchase Notices. Counterparty shall, at least one Scheduled Valid Day prior to any day on which Counterparty intends to effect
any repurchase of Shares, give Dealer written notice of such repurchase (a “Repurchase Notice”) on such day if, following
such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 1.76% and (ii) greater by 0.5% than the Notice
Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than
the Notice Percentage as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as
a percentage, the numerator of which is the Number of Shares plus the number of Shares underlying any other capped call transactions
sold by Dealer to Counterparty and the denominator of which is the number of Shares outstanding on such day. In the event that Counterparty
fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e) then Counterparty agrees
to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons
(Dealer and each such person being an “Indemnified Party”) from and against any and all losses (including losses relating
to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including
without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith
with respect to the Transaction), claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified
Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act or under any
U.S. state or federal law, regulation or regulatory order, in each case relating to or arising out of such failure. If for any reason
the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty
shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such
loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all reasonable out-of-pocket expenses
(including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation
of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought
by or on behalf of Counterparty, in each case relating to or arising out of such failure. This indemnity shall survive the completion
of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation
or the Agreement and shall inure to the benefit of any permitted assignee of Dealer.
(f)
Transfer and Assignment. (i) Dealer may transfer or assign any of its rights or obligations under the Transaction with the prior
written consent of Counterparty, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer or
assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any affiliate of Dealer (a “Designated
Transferee”) (A) whose obligations would be guaranteed by [Dealer][Guarantor] or (B) that has a long-term, unsecured and unsubordinated
indebtedness rating that is equal to or better than [Dealer’s][Guarantor’s] long-term, unsecured and unsubordinated indebtedness
rating at the time of such transfer or assignment; provided, however, that, in the case of this clause (B), in no event shall
the credit rating of the Designated Transferee or its guarantor (whichever is higher) be lower than A3 from Moody’s Investor Service,
Inc. or its successor or A- from Standard and Poor’s Rating Group, Inc. or its successor at the time of such transfer or assignment;
provided further that (i) Dealer will notify Counterparty in writing prior to any proposed transfer or assignment to a Designated
Transferee, (ii) as a result of any such transfer or assignment, Counterparty will not be required on any payment date to pay to or receive
from the transferee or assignee of such rights or obligations an amount under Section 2(d)(i)(4) of the Agreement greater than the amount,
if any, that Counterparty would have been required to pay to, or less than the amount, if any, that Counterparty would have received
from, Dealer in the absence of such transfer or assignment (except to the extent such greater or lesser amount results from a change
in law after the date of such transfer or assignment or to the extent that such transferee or assignee agrees to pay to or to receive
from Counterparty the same amount that Dealer would have been required to pay to or would have received from Counterparty in the absence
of such transfer or assignment), (iii) the transferee or assignee shall make such Payee Tax Representations as may be reasonably requested
by Counterparty and provide Counterparty with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as applicable) prior
to becoming a party to the Transaction and (iv) no Event of Default where Dealer is the Defaulting Party or Termination Event where Dealer
is the sole Affected Party (other than a Tax Event as to which the transferee or assignee has agreed as set forth in the parenthetical
in clause (ii) of this proviso) shall have occurred and be continuing immediately after such transfer or assignment. If at any time at
which (1) the Equity Percentage exceeds 8.5 % or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would
be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under
Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational
documents or contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially
owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number
of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other
requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Restrictions and
with respect to which such requirements have not been met or the relevant approval has not been received, or could result in an adverse
effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (y) 1%
of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess
Ownership Position”), if Dealer, in its reasonable discretion, is unable to effect a transfer or assignment to a third party
in accordance with the requirements set forth above after its commercially reasonable efforts on pricing and terms and within a time
period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Valid
Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that
an Excess Ownership Position no longer exists following such partial termination. In the event that Dealer so designates an Early Termination
Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section
8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical
to the Terminated Portion of the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination,
(iii) such portion of the Transaction were the only Terminated Transaction and (iv) Dealer were the party entitled to designate an Early
Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement.
The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the
number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial
ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange
Act) of which Dealer is or may be deemed to be a part (collectively, “Dealer Group”) beneficially owns (within the
meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation
under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B)
the denominator of which is the number of Shares outstanding on such day.
16
(ii)
Counterparty may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of Dealer,
such consent not to be unreasonably withheld or delayed. In the case of a transfer or assignment by Counterparty of its rights and
obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the
“Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if
such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited to, the
following conditions:
(A)
With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to
Section 8(e) or any obligations under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation;
(B)
Any Transfer Options shall only be transferred or assigned to a third party that is a U.S. person (as defined in the Internal Revenue
Code of 1986, as amended (the “Code”));
(C)
Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not
limited to, undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer,
will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of customary
legal opinions with respect to securities laws and other matters by such third party and Counterparty as are reasonably requested and
reasonably satisfactory to Dealer;
(D)
Dealer will not, as a result of such transfer or assignment, be required to pay or receive from the transferee on any payment date an
amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to, or less than
the amount, if any, that Dealer would have received from, Counterparty in the absence of such transfer or assignment (except to the extent
such greater amount results from a change in law that occurred after the date of such transfer or assignment);
(E)
An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;
(F)
Without limiting the generality of clause (B), Counterparty shall have caused the transferee or assignee to make such Payee Tax Representations
and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that the requirement described
in clause (B) has been satisfied and the results described in clause (D) will not occur upon or after such transfer or assignment; and
(G)
Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection
with such transfer or assignment.
(iii) Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares
or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase,
sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s
obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations
to Counterparty to the extent of any such performance[; provided that Dealer shall remain fully liable to Counterparty for the
acts and omissions of such affiliates].
(g)
Staggered Settlement. If Dealer determines reasonably and in good faith based on the advice of counsel that the number of Shares
required to be delivered to Counterparty hereunder on the Settlement Date would result in an Excess Ownership Position, then Dealer may,
by notice to Counterparty prior to the Settlement Date (a “Nominal Settlement Date”), elect to deliver any Shares
due to be delivered on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal
Settlement Date as follows:
(i)
in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to the
20th Exchange Business Day after such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is
required to deliver hereunder on the Settlement Date among the Staggered Settlement Dates or delivery times; and
(ii)
the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery
times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; provided
that in no event shall any Staggered Settlement Date be a date later than the Final Termination Date.
(h)
Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees,
representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure
of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating
to such tax treatment and tax structure.
(i)
No Netting and Set-off. The provisions of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives
any and all rights it may have to set-off delivery or payment obligations it owes to the other party under the Transaction against any
delivery or payment obligations owed to it by the other party, whether arising under the Agreement, under any other agreement between
parties hereto, by operation of law or otherwise.
17
(j)
Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the
Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of
doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to
any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. For the
avoidance of doubt, the parties acknowledge that the obligations of Counterparty under this Confirmation are not secured by any collateral
that would otherwise secure the obligations of Counterparty herein under or pursuant to any other agreement.
(k)
Early Unwind. In the event the sale of the Initial Securities (as defined in the Purchase Agreement, dated as of July 15, 2026,
among UBS Securities LLC, Barclays Capital Inc. and BofA Securities, Inc., as representatives of the several initial purchasers thereto,
and Counterparty (the “Purchase Agreement”)) is not consummated pursuant to the Purchase Agreement for any reason
by 5:00 p.m. New York time on the Premium Payment Date (or such later date as agreed upon by the parties which in no event shall be later
than the second Scheduled Valid Day following the Premium Payment Date) (such date or such later date as agreed upon being the “Accelerated
Unwind Date”), the Transaction shall automatically terminate on the Accelerated Unwind Date and (i) the Transaction and all
of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii)
each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect
to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior
to or after the Accelerated Unwind Date.
(l)
Illegality. The parties agree that, for the avoidance of doubt, for purposes of Section 5(b)(i) of the Agreement, “any applicable
law” shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated
thereunder and any similar law or regulation, without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade
Date, and the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement,
shall apply to any Illegality arising from any such act, rule or regulation.
(m)
Amendments to Equity Definitions. The following amendments shall be made to the Equity Definitions:
(i)
solely for purposes of applying the Equity Definitions and for purposes of this Confirmation, any reference in the Equity Definitions
to a Strike Price shall be deemed to be a reference to either of the Strike Price or the Cap Price, or both, as appropriate;
(ii)
for the purpose of any adjustment under Section 11.2(c) of the Equity Definitions, the first sentence of Section 11.2(c) of the Equity
Definitions, prior to clause (A) thereof, is hereby amended to read as follows: “If “Calculation Agent Adjustment”
is specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction, then following the announcement or
occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has, in the
commercially reasonable judgment of the Calculation Agent, a material economic effect on the theoretical value of the relevant Shares
or options on the Shares (provided that such event is not based on (x) an observable market, other than the market for Counterparty’s
own stock or (y) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations)
and, if so, will (i) make appropriate adjustment(s), if any, determined in a commercially reasonable manner, to any one or more of:”,
and the portion of such sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or
concentrative” and the words “(provided that no adjustments will be made to account solely for changes in volatility,
expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words
“(provided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely
for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of
doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely
for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”;
18
(iii)
Section 11.2(a) of the Equity Definitions is hereby amended by (1) deleting the words “in the determination of the Calculation
Agent, a diluting or concentrative effect” and replacing these words with “in the commercially reasonable judgment of the
Calculation Agent, a material economic effect”; and (2) adding at the end thereof “; provided that such event is not
based on (i) an observable market, other than the market for Counterparty’s own stock or (ii) an observable index, other than an
index calculated and measured solely by reference to Counterparty’s own operations”;
(iv)
Section 11.2(e)(vii) of the Equity Definitions is hereby amended and restated as follows: “any other corporate event involving
the Issuer that in the commercially reasonable judgment of the Calculation Agent has a material economic effect on the theoretical value
of the Shares or options on the Shares; provided that such corporate event involving the Issuer is not based on (a) an observable
market, other than the market for Counterparty’s own stock or (b) an observable index, other than an index calculated and measured
solely by reference to Counterparty’s own operations.”;
(v)
Section 12.7(b) of the Equity Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business
Days) by the parties after” appearing after the words “agreed promptly” and replacing with the words “by the
parties on or prior to”; and
(vi)
“Extraordinary Dividend” (as such term is used in the Equity Definitions) means any cash dividend on the Shares.
(n)
Governing Law; Exclusive Jurisdiction.
(i)
THE AGREEMENT, THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER
THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
(ii)
Section 13(b) of the Agreement is deleted in its entirety and replaced by the following:
“Each
party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to
this Confirmation or the Agreement, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”)
to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States
of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation or the Agreement
precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New York or the United States
of America for the Southern District of New York lack jurisdiction over the parties or the subject matter of the Proceedings or decline
to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced by a party for the purpose of
enforcing against the other party’s property, assets or estate any decision or judgment rendered by any court in which Proceedings
may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s decision or judgment to any
higher court with competent appellate jurisdiction over that court’s decisions or judgments if that higher court is located outside
the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S. Supreme Court; or (D) any suit, action
or proceeding has been commenced in another jurisdiction by or against the other party or against its property, assets or estate and,
in order to exercise or protect its rights, interests or remedies under this Confirmation or the Agreement, the party (1) joins, files
a claim, or takes any other action, in any such suit, action or proceeding, or (2) otherwise commences any Proceeding in that other jurisdiction
as the result of that other suit, action or proceeding having commenced in that other jurisdiction.”
19
(o)
Adjustments. For the avoidance of doubt, whenever the Calculation Agent or Determining Party is called upon to make an adjustment
pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent
or Determining Party shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging
Party maintains a commercially reasonable hedge position.
(p)
Delivery or Receipt of Cash. For the avoidance of doubt, other than payment of the Premium by Counterparty, nothing in this Confirmation
shall be interpreted as requiring Counterparty to cash settle the Transaction, except in circumstances where cash settlement is within
Counterparty’s control (including, without limitation, where Counterparty elects to deliver or receive cash) or in those circumstances
in which all holders of Shares would also receive cash.
(q)
Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
(r)
Amendment. This Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed
by Counterparty and Dealer.
(s)
Counterparts. This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic transmission (e.g.,
“pdf” or “tif”), or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act or other applicable law (e.g., www.docusign.com) shall be effective as delivery of a manually executed counterpart
hereof.
(t)
Payee Tax Representations.
(i)
For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representation to Dealer:
Counterparty
is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the U.S. Treasury Regulations) for U.S. federal
income tax purposes and “exempt” within the meaning of sections 1.6041-3(p) and 1.6049-4(c) of the U.S. Treasury Regulations
from information reporting on U.S. Internal Revenue Service Form 1099 and backup withholding.
(ii)
For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations to Counterparty:
[Dealer
to include]
(u)
Tax Matters. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly
executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty
a U.S. Internal Revenue Service Form [____] (or successor thereto). Such forms or documents shall be delivered upon (i) execution of
this Confirmation, (ii) Counterparty or Dealer, as applicable, learning that any such form has become obsolete or incorrect and (iii)
reasonable request of the other party.
(v)
Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable
Tax”, as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant
to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”).
For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for
the purposes of Section 2(d) of the Agreement.
20
(w)
HIRE Act. “Indemnifiable Tax”, as defined in Section 14 of the Agreement, shall not include any tax imposed on payments
treated as dividends from sources within the United States under Section 871(m) of the Code or any regulations issued thereunder. For
the avoidance of doubt, any such tax imposed under Section 871(m) of the Code is a Tax the deduction or withholding of which is required
by applicable law for the purposes of Section 2(d) of the Agreement.
(x)
[Insert QFC Language, If Applicable.]
(y)
CARES Act. Counterparty represents and warrants that it and any of its subsidiaries has not applied, and shall not, until after
the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or
early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid,
Relief and Economic Security Act (the “CARES Act”)) or other investment, or to receive any financial assistance or
relief under any program or facility (collectively “Financial Assistance”) that (a) is established under applicable
law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act
and the Federal Reserve Act, as amended, and (b) (i) requires under applicable law (or any regulation, guidance, interpretation or other
pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance,
that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date
specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that Counterparty has not,
as of the date specified in the condition, made a capital distribution or will not make a capital distribution, or (ii) where the terms
of the Transaction would cause Counterparty to fail to satisfy any condition for application for or receipt or retention of the Financial
Assistance (collectively “Restricted Financial Assistance”); provided that Counterparty or any of its subsidiaries
may apply for Restricted Financial Assistance if Counterparty either (a) determines based on the advice of outside counsel of national
standing that the terms of the Transaction would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for
application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of
such advice or (b) delivers to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or
facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general
reference to transactions with the attributes of the Transaction in all relevant respects). Counterparty further represents and warrants
that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program
or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, that (a) is established
under applicable law, including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such
applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for
such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of the Transaction
(either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all
relevant respects).
(z)
[Insert Agency or Additional Dealer Boilerplate, If Applicable.]
[Signature
Pages Follow]
21
Please
confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to
this facsimile, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates
your agreement to those terms.
Yours
faithfully,
[DEALER]
By:
Name:
Title:
[Signature
Page to Base Capped Call Confirmation]
Agreed and Accepted By:
AST SPACEMOBILE, INC.
By:
Name:
Title:
[Signature
Page to Base Capped Call Confirmation]
[Schedule
1]
[Form
of Guarantee]
Annex
A
For
each Component of the Transaction, the Number of Options and Expiration Date is set forth below.
Component
Number
Number
of Options
Expiration
Date
1
December
30, 2033
2
January
3, 2034
3
January
4, 2034
4
January
5, 2034
5
January
6, 2034
6
January
9, 2034
7
January
10, 2034
8
January
11, 2034
9
January
12, 2034
10
January
13, 2034
11
January
17, 2034
12
January
18, 2034
13
January
19, 2034
14
January
20, 2034
15
January
23, 2034
16
January
24, 2034
17
January
25, 2034
18
January
26, 2034
19
January
27, 2034
20
January
30, 2034
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Item 8.01. Other Eventsattach_file附件展品(1)
EX-99.1ex99-1.htm13,115 charsexpand_more
EX-99.1
4
ex99-1.htm
EX-99.1
Exhibit
99.1
AST
SpaceMobile Announces Pricing of Private Offering of $1.0 Billion of Convertible Senior Notes Due 2034 (Effective Conversion Price of
$149.20 per Share with Capped Call)
MIDLAND,
Texas—(BUSINESS WIRE)—AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first
and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government
applications, today announced the pricing of $1.0 billion
aggregate principal amount of 1.625% convertible senior notes due 2034 (the “Notes”) in a private offering (the “Notes
Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”). The sale of the Notes to the initial purchasers is expected to settle on July 20,
2026, subject to customary closing conditions.
Key
Elements of the Transaction:
$1.0
billion 1.625% convertible senior notes due 2034, which have an initial conversion price
of approximately $79.57 per share of AST SpaceMobile s Class A common stock, which
represents a premium of approximately 20.0% over the last reported sale price of AST SpaceMobile s
Class A common stock on July 15, 2026.
Capped
call transactions entered into in connection with the pricing of the Notes have an initial
cap price of $149.20 per share of AST SpaceMobile s Class A common stock, which represents
a premium of 125.0% over the last reported sale price of AST SpaceMobile s Class A
common stock on July 15, 2026.
Option
to Purchase Additional Notes:
AST
SpaceMobile also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day
period beginning on, and including, the first date on which the Notes are issued, up to an additional $150.0 million aggregate principal
amount of Notes.
Use
of Proceeds:
AST
SpaceMobile estimates that the net proceeds from the Notes Offering will be approximately $983.6 million (or approximately $1,131.2 million
if the initial purchasers’ option to purchase additional Notes is exercised in full), after deducting the initial purchasers’
discounts and commissions and estimated offering expenses payable by AST SpaceMobile. AST SpaceMobile intends to use $96.9 million of
the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to
use the remaining net proceeds from the Notes Offering to pursue an expanding universe of growth initiatives and secure additional access
to orbit for its space-based cellular broadband network, including partnerships and/or acquisitions to further vertically integrate its
business and mitigate risks associated with third-party launch providers. AST SpaceMobile currently does not have any understandings
or agreements with respect to any such strategic transactions. If the initial purchasers exercise their option to purchase additional
Notes, AST SpaceMobile expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped
call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used as described above.
Additional
Details of the Notes:
The
Notes will be senior, unsecured obligations of AST SpaceMobile. The Notes will accrue interest at an annual rate of 1.625%, payable semiannually
in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes will mature on February 1, 2034, unless
earlier converted or repurchased.
Prior
to the close of business on the business day immediately preceding November 1, 2033, noteholders will have the right to convert their
Notes only upon the satisfaction of specified conditions and during certain periods. On or after November 1, 2033 and until the close
of business on the second scheduled trading day immediately preceding February 1, 2034, noteholders may convert their Notes at any time
regardless of these conditions. The initial conversion rate will be 12.5672 shares of AST SpaceMobile’s Class A common stock per
$1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $79.57 per share of AST SpaceMobile’s
Class A common stock, which represents a premium of approximately 20.0% over the last reported sale price of $66.31 per share of AST
SpaceMobile’s Class A common stock on the Nasdaq Global Select Market on July 15, 2026), subject to adjustment in certain circumstances.
AST SpaceMobile will settle conversions of Notes by paying or delivering, as the case may be, cash, shares of AST SpaceMobile’s
Class A common stock, or a combination thereof, at AST SpaceMobile’s election.
The
Notes will not be redeemable at AST SpaceMobile’s option prior to the maturity date, and no sinking fund is provided for the Notes.
Noteholders
will have the right, subject to certain conditions and exceptions described in the indenture governing the Notes (the “indenture”),
to require AST SpaceMobile to repurchase for cash all or a portion of their Notes upon the occurrence of a fundamental change (as defined
in the indenture) at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding,
the relevant repurchase date. In addition, following certain corporate events that occur prior to February 1, 2034, AST SpaceMobile will,
in certain circumstances, increase the conversion rate for a noteholder who elects to convert its Notes in connection with such corporate
events.
Capped
Call Transactions:
In
connection with the pricing of the Notes, AST SpaceMobile entered into capped call transactions with certain of the initial purchasers
of the Notes or affiliates thereof and other financial institutions (the “option counterparties”). The capped call transactions
cover, subject to customary adjustments, the number of shares of AST SpaceMobile’s Class A common stock initially underlying the
Notes. The capped call transactions are expected generally to reduce the potential dilution to AST SpaceMobile’s Class A common
stock upon any conversion of Notes and/or offset any cash payments AST SpaceMobile is required to make in excess of the principal amount
of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions
is initially $149.20 per share, which represents a premium of 125.0% over the last reported sale price of AST SpaceMobile’s Class
A common stock of $66.31 per share on the Nasdaq Global Select Market on July 15, 2026, and is subject to certain adjustments under the
terms of the capped call transactions.
In
connection with establishing their initial hedges of the capped call transactions, AST SpaceMobile expects the option counterparties
or their respective affiliates will enter into various derivative transactions with respect to AST SpaceMobile’s Class A common
stock and/or purchase shares of AST SpaceMobile’s Class A common stock concurrently with or shortly after the pricing of the Notes,
including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any
decrease in) the market price of AST SpaceMobile’s Class A common stock or the Notes at that time.
In
addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various
derivatives with respect to AST SpaceMobile’s Class A common stock and/or purchasing or selling AST SpaceMobile’s Class A
common stock or other securities of AST SpaceMobile in secondary market transactions following the pricing of the Notes and prior to
the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior
to the maturity date of the Notes, or, to the extent AST SpaceMobile exercises the relevant termination election under the capped call
transactions, following any repurchase or conversion of the Notes). This activity could also cause or avoid an increase or a decrease
in the market price of AST SpaceMobile’s Class A common stock or the Notes, which could affect a noteholder’s ability to
convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect
the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.
The
Notes are only being offered and will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule
144A promulgated under the Securities Act by means of a private offering memorandum. Neither the Notes nor the shares of AST SpaceMobile’s
Class A common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities
Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except
pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements.
This
announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or any shares of AST SpaceMobile’s
Class A common stock potentially issuable upon conversion of the Notes and shall not constitute an offer, solicitation, or sale in any
jurisdiction in which such offer, solicitation, or sale is unlawful.
About
AST SpaceMobile
AST
SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile
devices based on our extensive IP and patent portfolio, designed for both commercial and government applications. Our engineers and space
scientists are on a mission to enable 4G and 5G space-based cellular broadband to every device, everywhere, for today’s nearly
6 billion mobile subscribers globally.
Forward-Looking
Statements
This
communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion
of the Notes Offering, the potential effects of entering into the capped call transactions, and the expected use of the net proceeds
from the Notes Offering. These forward-looking statements can be identified by the use of forward-looking terminology, including the
words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,”
“may,” “potential,” “will,” or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Notes Offering, prevailing
market conditions, the anticipated principal amount of the Notes, which could differ based upon the exercise of the initial purchasers’
option to purchase additional Notes, the anticipated use of the net proceeds from the Notes Offering, which could change as a result
of market conditions or for other reasons, whether the capped call transactions described above will become effective, the effects of
entering into these transactions, and the impact of general economic, industry or political conditions in the United States or internationally.
AST
SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause
actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST
SpaceMobile’s Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026, its Form 10-Q for the
fiscal quarter ended March 31, 2026 filed with the SEC on May 11, 2026 and the future reports that it may file from time to time with
the SEC. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except
as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
Investor
Contact:
Scott
Wisniewski
[email protected]
Media
Contacts:
Allison
Worldwide
[email protected]
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Event Description
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