Cash Consideration. The Director shall receive a salary of ​ paid within thirty (30) days of the end of each fiscal quarter, i.e. March 31, June 30, September 30 and December 31.

Exercise Consideration. Subject to [Section 5(f)] and [Section 7(b)], the consideration due upon settlement of the exercise of each Warrant will consist of the following:

Standstill Consideration. In consideration of Lender’s entering into this Agreement and agreeing to the Standstill, Borrow undertakes and agrees to seek to obtain the New Capital Amount and to pursue an uplisting of its common stock onto either the NASDAQ or NYSE stock exchanges, with all diligence and in good faith.

Valid Consideration. You agree and acknowledge that you have received valid, bargained for consideration in exchange for the terms of this Agreement, including but not limited to the Limits on Adverse Comments and Publications Section above.

Company’s Consideration. Subject to Employee complying with all of Employee’s obligations under this Agreement, as full, sufficient and complete consideration for Employee’s promises and releases, the Company will perform the following:

Consideration Period. Since Employee is 40 years of age or older, he is hereby informed that he has or may have specific rights and/or claims under the ADEA.

Redemption Consideration. As promptly as practicable on or after the Redemption Date or Change of Control Redemption Date, as applicable, provided the Member has satisfied its obligations under [Section 9.1(a)(iii)] or [Section 9.1(c)], as applicable, the Company or ​ shall deliver or cause to be delivered to such Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class A Common Stock deliverable upon the applicable Redemption, registered in the name of such Member (or its designee) or, if the Company has so elected, the Cash Payment. Notwithstanding anything set forth in this [Section 9.1(d)] to the contrary, to the extent the Class A Common Stock issued in the Redemption will be settled through the facilities of The Depository Trust Company, the Company or ​ will, upon the written instruction of such Member, deliver the shares of Class A Common Stock deliverable to such Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Member in the Exchange Election Notice. Upon the Member exercising its Redemption right in accordance with [Section 9.1(a)(i)]or the occurrence of a Change of Control Redemption, the Company or ​ shall take such actions as (A)may be required to ensure that the Member receives the shares of Class A Common Stock or the Cash Payment that such member is entitled to receive in connection with such Redemption pursuant to this Section 9.1,and # may be reasonably within its control that would cause such Redemption to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement.

Purchase Consideration. The aggregate consideration to be paid by the Buyer to the Seller for the Seller’s membership interests in ​ shall be ​ (“Consideration”) which will be paid by the Buyer’s delivery of a promissory note (the “Note”) at the Closing. The principal amount of the Note shall be ​, and the Note shall bear an interest of 4% per annum with a term of one (1) year from the date of its issuance. The form of the Note is attached herein as [Exhibit A].

Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided this Agreement becomes effective and You do not revoke it) agrees to:

Rivada Space Networks Proprietary - 44 - February 21, 2023