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Acceptance
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Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions hereof and thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. Executive agrees and accepts this Agreement. Executive acknowledges that he has not signed this Agreement relying on anything not set out herein. Executive acknowledges that if he is signing this before ​, he has decided not to wait for the full twenty-one (21) day period, even though he has the right to do so.

Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.9 by causing a notice of such acceptance or rejection to be delivered to at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.9 shall be deemed to constitute a rejection of such offer by such holder.

You are required to accept the terms and conditions set forth in this Agreement prior to the first Vesting Date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first Vesting Date. For your benefit, if you have not rejected the Agreement prior to the first Vesting Date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

Rivada Space Networks Proprietary - 44 - February 21, 2023

Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.

Acceptance Fee. An acceptance fee (the “Acceptance Fee”) shall be payable by the Canadian Borrowers to each Canadian Lender and each Canadian Lender shall deduct the amount of such Acceptance Fee from the BA Discount Proceeds (in the manner specified in [Section 2.19(a)(vii)] in respect of each Bankers’ Acceptance), said fee to be calculated at a rate per annum equal to the Applicable Rate calculated on the face amount of such Bankers’ Acceptance and computed on the basis of the number of days in the term of such Bankers’ Acceptance and a year of 365 days.

Acceptance and Purchase. Subject to the terms and conditions hereof, each Canadian Lender severally agrees to accept and purchase Bankers’ Acceptances drawn upon it by the Canadian Borrowers denominated in Canadian Dollars. The Canadian Borrowers shall notify the Canadian Agent by irrevocable written notice (each a “Bankers’ Acceptance Notice”) by 11:00 a.m. (Toronto time) within one (1) Business Day of the date of any borrowing by way of Bankers’ Acceptances. Each borrowing by way of Bankers’ Acceptances shall be in a minimum aggregate face amount of C$3,000,000 or an integral multiple of C$100,000 thereof. The face amount of each Bankers’ Acceptance shall be C$100,000 or any integral multiple thereof. Each Bankers’ Acceptance Notice shall be in the form of [Exhibit I]. A Bankers’ Acceptance shall be purchased and accepted only if, after giving effect to such purchase and acceptance # the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment, and # the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments.

Acceptance of Jurisdiction. The agreement by the Company and each Participant as to forum is independent of the law that may be applied in the action, and the Company and each Participant, as a condition to such Participant’s participation in this Plan, # agree to such forum even if the forum may under applicable law choose to apply non-forum law, # hereby waive, to the fullest extent permitted by applicable law, any objection which the Company or such Participant now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in [Section 6(d)(1), (iii)])] undertake not to commence any suit, action or proceeding arising out of or relating to or concerning this Plan in any forum other than the forum described in this [Section 6(d) and (iv)])] agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon the Company and each Participant.

Procedure for Acceptance. If wishes to exercise ’s Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to , shall have the right to deliver notice to (“’s First Offer Exercise Notice”) of ’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If does not deliver ’s First Offer Exercise Notice within the ten (10) business day period, then shall be free to enter into a lease (“Third Party Lease”) for the space described in the First Offer Notice to anyone to whom desires on any terms desires for a period of six (6) months after the expiration of such ten (10) business day period. If enters into a Third Party Lease during such six (6)-month period, then ’s right of first offer as set forth in this Section 1.3 shall terminate as to all of the space described in such First Offer Notice provided, however, that if desires to lease the First Offer Space to a third party at less than ninety percent (90%) of the “net effective rent” (i.e., the actual rent taking into account all economic terms) set forth in ’s First Offer Notice, shall deliver a second notice to with respect to such First Offer Space (and ’s second notice shall contain the then-current terms). shall have the same rights with respect to the second notice as it had with respect to the initial First Offer Notice, except that shall only have five (5) business days following receipt of the First Offer Notice to deliver ’s First Offer Exercise Notice. If does not enter into a Third Party Lease during such six (6)-month period, then ’s rights under this Section 1.3 shall remain in effect and shall follow the procedure herein prior to entering into a Third Party Lease. Notwithstanding anything to the contrary contained herein, must elect to exercise its Right of First Offer, if at all, with respect to all of the space offered by to at any particular time, and may not elect to lease only a portion thereof.

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