Common use of Distributions; Investments Clause in Contracts

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, that (i) Holdings the Issuer may convert through a cashless exercise the Convertible Notes and any of its other convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings the Issuer may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings the Issuer may repurchase the stock of current or former employees or consultants of Holdings the Issuer or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings the Issuer may make distributions to the Issuer or any Loan PartyGuarantor, (v) any Loan Note Party may make a distribution to any Loan Note Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Collateral Agent), (vi) the Loan Parties Issuer and the Guarantors may make any distribution in accordance with Section 6.224.1(v), (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger ConsentTransaction Agreement, and (viii) Holdings Issuer may withhold or repurchase shares of common stock issued by Holdings the Issuer in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, (or permit any of its Subsidiaries to do somake) any Investment other than Permitted Investments. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Closing Date, in no event shall any Loan Note Party or Subsidiary subsidiary directly or indirectly make any other Investment after the First Restatement Effective Closing Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings Borrower Representative may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower Representative, (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; and (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by Borrower Representative’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoPermitted Repurchase Amount; or (b) directly or indirectly make or solicit any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestsequity interests or capital stock; provided, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement ; and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends or other distributions solely in the form of common Equity Interests that are not Disqualified Equity Interests, equity securities; (iii) Holdings Borrower may repurchase the stock of current otherwise pay dividends or former employees or consultants of Holdings or distributions in accordance with its Subsidiaries pursuant to stock repurchase agreements Operating Documents so long as at the time of such dividend or distribution, no Default or Event of Default exists has occurred and is continuing or would result from the payment of such dividend or distribution, and Borrower provides evidence reasonably satisfactory to Bank that Borrower is in compliance with Section 6.7 and will remain in compliance with Section 6.7 after giving effect to such dividend or distribution; and (iv) Borrower may repurchase ownership interests in Borrower of former employees, managers, officers, consultants or existing investors so long as (A) an Event of Default (including without limitation, pursuant to Section 6.7) does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that repurchase and (B) the aggregate payments made by Borrower in connection with all such repurchases do not exceed One Million Dollars ($1,000,000) in the aggregate in any fiscal year; provided that any repurchases in excess of One Million Dollars ($1,000,000) in the aggregate in any fiscal year shall require the prior written consent of Bank, which consent shall be provided or withheld in Bank’s reasonable business judgment; provided further that, if the aggregate amount of repurchases in any fiscal year exceeds Two Hundred and Fifty Thousand Dollars ($250,000200,000), the amount in excess of Two Hundred Thousand Dollars ($200,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in deducted from the form calculation of cashAdjusted EBITDA for all purposes herein, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends (other than (i) dividends payable solely in capital stock and (ii) dividends by any Subsidiary of Borrower to Borrower) or make any distribution or payment in respect of or redeem, retire or purchase any of its Equity Interests; provided, capital stock (except that Borrower or any Subsidiary may (i) Holdings may repurchase the stock of current or former employees, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees regardless of whether an Event of Default exists, (ii) convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the pay de minimis amounts of cash in lieu of fractional shares upon conversion of convertible securities or upon any stock of current split or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of consolidation, provided such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases cash amounts do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000250,000.00) in the aggregate per fiscal year, (iv) subsidiaries make purchases of Holdings may make distributions capital stock or options to any Loan Partyacquire such capital stock with the proceeds received from a substantially concurrent issuance of capital stock or convertible securities, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year; (v) any Loan Party may make a distribution to any Loan Party purchases of capital stock in connection with (provided however that distributions from IP Hold-Co shall be limited to distributions 1) the exercise of stock options or stock appreciation rights or (2) the satisfaction of withholding tax obligations; in the form each case, by way of cashcashless (or, Cash Equivalents, “net”) exercise; or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on repurchases pursuant to the terms set forth of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the Merger Consent, and (viiiaggregate per fiscal year) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsPermitted Investments.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, of such Borrower or Subsidiary; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; (v) Borrower Representative may (A) repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by Borrower Representative’s Board and (B) purchase Equity Interests in connection with the exercise of stock options through a cashless exercise, in each case so long as no Default or an Event of Default exists does not exist at the time of such repurchase or purchase, as applicable, and would not exist after giving effect to such repurchaserepurchase or purchase, as applicable; provided, that the aggregate amount of all such repurchases do and purchases under this clause (v) does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 250,000 per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), ; and (vi) Borrower Representative may repurchase the Loan Parties may make any distribution in accordance with Section 6.22Equity Interests issued by Borrower Representative to former employees, (vii) consultants or directors pursuant to stock repurchase agreements approved by Borrower Representative’s Board where the consummation sole consideration for the repurchase is the cancellation of indebtedness owed by such former employees, consultants or directors to Borrower Representative regardless of whether and Event of Default exists; provided, that the De-SPAC Transactions on the terms set forth aggregate amount of all such cancelled indebtedness does not exceed $250,000 in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoaggregate; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Parent may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination terms or intercreditor agreement; (iiiii) Holdings Parent or any Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Parent or such Subsidiary, as applicable; (iiiiv) Holdings Parent may make cash payments in lieu of fractional shares; (v) Parent may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Parent pursuant to stock repurchase agreements approved by Parent’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 250,000 per fiscal year; (vi) any Subsidiary may (directly or indirectly) pay dividends, (iv) subsidiaries of Holdings may or make distributions or other payments in respect of Equity Interests to any a Loan Party, (vvi) any Loan Party Parent and each of its Subsidiaries may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form cashless repurchases of cash, Cash Equivalents, or its Equity Interests in the ordinary course deemed to occur upon exercise of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation stock options or warrants or similar rights if such Equity Interests represent a portion of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold exercise price of such options or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; warrants or similar rights or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock except as set forth in Section 7.7 of its Equity Interests; providedthe Schedule of Exceptions attached hereto, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings Borrower may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that provided such repurchases do repurchase does not exceed in the aggregate Two Hundred and of Fifty Thousand Dollars ($250,00050,000) per fiscal year, provided, however, that this Section 7.7 shall not restrict or prohibit the purchase of capital stock of Borrower from Xxxxxx Xxxxxx or Xxxx Xxxxxx in accordance with existing agreements if the purchase in question is approved by Borrower’s Board of Directors; (iv) subsidiaries Borrower may purchase, redeem, retire, or otherwise acquire shares of Holdings may make distributions to its capital stock or other Equity Interests at any Loan Party, time from Essex and otherwise from any other Person with the proceeds received from a substantially concurrent issue of new shares of Borrower’s capital stock or other Equity Interests; and (v) Borrower may utilize additional cash made available to Borrower as a result of the Cowboy Transaction as described on Schedule 7.3 attached hereto for any Loan Party may make a distribution use permitted by this Agreement (other than to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance payment with Section 6.22, (viirespect to the Subordinated Debt) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment other payments with respect to the equity interests of Holdings or redeem, retire or purchase any capital stock of its Equity Interests; provided, Holdings provided that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings may pay de minimis amounts of cash in lieu of fractional shares upon conversion of convertible securities or upon any stock split or consolidation; (iv) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000250,000.00) per fiscal year, and (ivv) subsidiaries of Holdings may make distributions payments to any Loan Partyits equity holders, the proceeds of which shall be used solely (A) to pay franchise taxes and other fees to maintain its corporate existence, (vB) any Loan Party may make a distribution to any Loan Party pay income taxes of Holdings to the extent such income taxes are attributable to the income of Holdings and its Subsidiaries, and (provided however that distributions from IP Hold-Co shall be limited C) to distributions in the form of cash, Cash Equivalents, or Equity Interests pay operating costs and expenses incurred in the ordinary course of business unless agreed otherwise with the Administrative Agent)and other corporate overhead costs and expenses (including administrative, (vilegal, accounting and similar expenses provided by third parties) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth incurred in the Merger Consentordinary course of business, and provided that the aggregate amount of all such payments pursuant to this clause (viiiv)(C) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretodo not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries (other than Immaterial Subsidiaries) to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; providedcapital stock, that except for (i) Holdings may convert through a cashless exercise any repurchases of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to stock from former employees or directors of Borrower under the terms of such convertible securities or otherwise applicable repurchase agreements in exchange thereofan aggregate amount not to exceed Fifty Thousand ($50,000.00) in the aggregate in any fiscal year, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and has occurred, is continuing or would not exist after giving effect to the repurchases, (ii) repurchases, repayments or redemptions of the Convertible Notes (A) at the scheduled maturity thereof or (B) at the option of Borrower prior to the maturity thereof, including pursuant to the Tradewinds Transaction or an Exchange Transaction (each, whether at the scheduled maturity or at the option of the Borrower prior to maturity, a “Permitted Optional Redemption”), provided that (1) immediately prior to and after giving effect to the making of any such repurchasePermitted Optional Redemption, no Event of Default has occurred and is continuing and no Designated Event has occurred, and (2) prior to the making of any such Permitted Optional Redemption, Borrower shall have provided Bank at least seven (7) Business Days prior written notice of the proposed Permitted Optional Redemption, which notice shall include evidence satisfactory to Bank that after giving effect to such Permitted Optional Redemption and for the three (3) months following the month in which the Permitted Optional Redemption is to occur, no Event of Default shall occur (provided, however, that such repurchases do not exceed with respect to the Tradewinds Transaction and Permitted Optional Redemptions of Convertible Notes at a discount to par value in the aggregate Two Hundred and Fifty Thousand Dollars (an amount of up to $250,000) 500,000 per fiscal year, the prior written notice required by this clause (iv2) subsidiaries may be delivered to Bank at least one (1) Business Day prior to the Tradewinds Transaction or the proposed Permitted Optional Redemption); and (iii) regularly scheduled, non-accelerated payments of Holdings may make distributions to any Loan Partynon-default interest on the Convertible Notes, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution as and when due and payable in accordance with Section 6.22, (vii) the consummation terms of the De-SPAC Transactions on Convertible Notes and the terms set forth in Indenture (each a “Permitted Interest Payment”), provided that (A) immediately prior to and after giving effect to the Merger Consentmaking of any such Permitted Interest Payment, no Event of Default has occurred and is continuing and no Designated Event has occurred, and (viiiB) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date making of any such Permitted Interest Payment, Borrower shall have provided Bank at least seven (7) Business Days prior written notice of the proposed Permitted Interest Payment, which notice shall include evidence satisfactory to Bank that after giving effect to such Permitted Interest Payment and for the three (3) months following the month in all material respectswhich the Permitted Interest Payment is to occur, no Event of Default shall occur.”

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; providedcapital stock, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that thereof and make payments in cash in lieu of the issuance of fractional shares in connection any conversion or exercise of such conversion convertible securities so long as an Event of Default has not occurred and is not restricted by the terms of this Agreement continuing and the Pari Passu Intercreditor Agreement then in effect, would not exist immediately after such payment; (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings Borrower may repurchase the stock of current or former employees employees, officers, directors, or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements or similar arrangements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that provided such repurchases do repurchase does not exceed in the aggregate Two of Five Hundred and Fifty Thousand Dollars ($250,000550,000) per fiscal year, ; and (iv) subsidiaries Borrower may repurchase the unvested shares of Holdings may make distributions former employees, officers, directors or consultants pursuant to any Loan Partyshare repurchase agreements provided that cash used for each such repurchase shall not exceed the amount paid by such former employees, (v) any Loan Party may make a distribution to any Loan Party (officers, directors, or consultants for such shares, provided however that distributions from IP Hold-Co shall be limited to distributions such repurchase does not exceed in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), aggregate One Million Dollars (vi$1,000,000) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoper fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, of such Borrower or Subsidiary (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; and (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by Borrower Representative’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestscapital stock; provided, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings Borrower may repurchase the stock of former or current or former employees employees, directors or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements or in the ordinary course of business so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000) per fiscal yeartwelve month period, (iv) subsidiaries Borrower may purchase fractional shares of Holdings may make distributions to any Loan Partycapital stock of Borrower arising out of stock dividends, splits or combinations or business combinations, (v) Borrower or any Loan Party Guarantor may make a distribution payments to Borrower or any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent)Guarantor, (vi) the Loan Parties any Subsidiary that is not a Guarantor may make any distribution in accordance with Section 6.22payments to another Subsidiary that is not a Guarantor, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings any Subsidiary that is not a Guarantor may withhold make payments to Borrower or any Guarantor, (ix) Borrower may repurchase shares unvested early exercised stock of common stock issued by Holdings departing employees and (x) Borrower may make payments in connection with withholding taxes related theretorespect of Deferred Payment Obligations; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding For the foregoingsake of clarity, other than Investments in Borrower’s payments to its Subsidiaries for services performed by such Subsidiaries for Borrower are not prohibited under this Agreement provided that such payments do not exceed the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) actual operational cost plus up to a conversion of the current five fifteen percent (515%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsxxxx-up.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestscapital stock or other equity interests; provided, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends solely in the form common stock and repurchase de minimis stock in lieu of common Equity Interests that are not Disqualified Equity Interests, issuing fractional shares; (iii) Borrower may repurchase, or, following the Business Combination Transaction, may pay dividends or make distributions to Holdings may repurchase to enable it to repurchase, the stock of current or former employees employees, directors or consultants (including by the cancellation of Holdings or its Subsidiaries indebtedness owed by such former Persons) pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, ; (iv) subsidiaries Borrower may distribute equity securities to former or current employees, officers, consultants or directors on the exercise of Holdings may make distributions employee issuances pursuant to any Loan Party, Borrower’s stock incentive plan approved by the Board; (v) any Loan Party Borrower may repurchase common shares of Borrower’s stock from its employees and directors in connection with a bona fide equity financing of Borrower provided that (A) Borrower sells common or preferred shares to investors for an aggregate price equal to the repurchase price of such common shares repurchased by Borrower, and (B) no Event of Default exists at the time of such series of transactions and would not exist after giving effect to such transactions; and (vi) following the Business Combination Transaction, Borrower may make a distribution cash dividends on the equity interests of Borrower solely for the purpose of funding the following: (A) to any Loan Party (provided however that distributions from IP Hold-Co shall be limited permit Holdings to distributions pay, in the form event Borrower is a passthrough entity or files a consolidated, combined, unitary or similar type tax return with Holdings, U.S. federal and state and local income taxes then due and payable pursuant to those returns solely to the extent such taxes are imposed solely with respect to the income of cashBorrower and its Subsidiaries; (B) ordinary operating expenses and other transaction expenses of Holdings, Cash Equivalents, including overhead and administrative expenses and fees as well as directors’ or Equity Interests managers’ fees which are reasonable and customary and incurred in the ordinary course of business unless agreed otherwise with and attributable to the Administrative Agent)ownership or operations of Borrower and its Subsidiaries; (C) organizational, operating and other transaction costs and expenses (viincluding overhead and administrative costs and expenses, professional fees and Public Company Costs) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth Holdings which are reasonable and customary and incurred in the Merger Consentordinary course of business and attributable to the ownership or operations of Borrower and its Subsidiaries; or (D) to pay reasonable and customary salary, bonus, severance and (viii) other benefits payable to current and former directors, officers, employees, members of management, managers and/or consultants of Borrower, any Subsidiary or Holdings may withhold to the extent such salaries, bonuses, severance and other benefits are attributable to the ownership or repurchase shares operation of common stock issued by Holdings in connection with withholding taxes related theretoBorrower or the Subsidiaries; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than (A) Permitted InvestmentsInvestments and (B) loans and advances to Holdings in lieu of, and not in excess of the amount of, dividends permitted to be made to such Holdings in accordance with clause (a) above, or permit any of its Subsidiaries to do so.” 2.6 Section 7.11 (Holding Company). Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member New Section 7.11 of the Dense Air Group other than Loan Agreement is inserted following Section 7.10 as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.follows:

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestsequity interests; provided, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsequity interests, (iii) Holdings Borrower may repurchase the stock equity interests of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock equity repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, repurchase provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal yearyear (or in any amount where the consideration for such repurchase is the cancellation of Indebtedness under non-cash loans to current or former employees, officers, managers, or consultants relating to the purchase of equity securities of Borrower pursuant to equity purchase plans or equity compensation arrangements approved by Borrower’s board of managers), and (iv) subsidiaries of Holdings Borrower may make distributions distribute equity securities to any Loan Partyformer or current employees, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cashofficers, Cash Equivalents, consultants or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions managers on the terms set forth in the Merger Consentexercise of employee equity options approved by Borrower’s board of managers (collectively, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto“Permitted Distributions”); or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event Subsidiaries of Borrower shall any Loan Party be permitted to pay dividends or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) distributions to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsBorrower.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower may convert Subordinated Debt issued by Borrower into Equity Interests issued by Borrower pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Lender; (iiiii) Holdings any Loan Party may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, of such Loan Party; and (iiiiv) Holdings Borrower may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower pursuant to stock repurchase agreements approved by Borrower’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per in any fiscal year, (iv) subsidiaries year of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoBorrower; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or would reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of its Equity Interests or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Parent may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof such Borrower or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; (iiiiv) Holdings Parent may make cash payments in lieu of fractional shares; or (v) Parent may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Parent pursuant to stock repurchase agreements so long as no Default or Event approved by the Board, provided that the aggregate amount of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases pursuant to clause (iv) above only if, in at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; providedcapital stock or shares, provided that Borrower may (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsstock, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000.00) per fiscal year, year and (iv) subsidiaries repurchase the stock pursuant to that certain Master Collaboration Agreement dated as of Holdings may make distributions September 25, 2019 in accordance with the terms of such agreement as in effect as of the Effective Date, so long as (A) an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any Loan Partysuch repurchase, (vB) any Loan Party may make a distribution to any Loan Party the amount of such repurchase does not exceed Five Million Dollars (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent$5,000,000.00), (viC) the Loan Parties may make any distribution such repurchase occurs on or before March 25, 2019 and (D) Borrower provides to Bank, at least five (5), but no more than ten (10), Business Days prior to such repurchase, financial statements and a written confirmation, supported by reasonably detailed calculations, that Borrower both (1) both (x) is in accordance compliance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms each financial covenants set forth in Section 6.9 as of the Merger Consentimmediately preceding month or quarter end, as applicable and set forth in Section 6.9, prior to such repurchase (regardless of such covenant was tested for such period) and (viiiy) Holdings may withhold is projected, on a pro forma basis (after giving effect to such repurchase), to be in compliance with each financial covenant set forth in Section 6.9 for the month or quarter end, as applicable and set forth in Section 6.9, immediately following such repurchase shares (regardless of common stock issued by Holdings in connection with withholding taxes related theretosuch covenant is scheduled to be tested for such period) and (2) has Remaining Months Liquidity equal to or greater than nine (9) immediately prior to such repurchase; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoingFor clarity, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party Subsidiaries are permitted to make dividends or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) distributions to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsBorrower.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock of its Equity Interests; provided, Borrower provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that thereof and pay cash in lieu of fractional shares in connection with such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effectconversion, (ii) Holdings Borrower may issue capital stock in connection with the exercise of warrants and stock options and may pay dividends solely cash in the form lieu of common Equity Interests that are not Disqualified Equity Interestsfractional shares in connection therewith, (iii) Holdings Borrower may pay dividends or distributions solely in capital stock, (iv) Borrower may, in the ordinary course of business, repurchase equity securities to the extent that such repurchase is deemed to occur (A) upon “net exercise” of options or warrants if such equity securities represent the exercise price of such options or warrants or (B) in connection with the retention of equity securities in payment of withholding taxes in connection with equity-based compensation plans, (v) Borrower may repurchase the stock of current or former employees directors or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided(vi) Borrower may declare and pay dividends or distributions and make redemptions or repurchases of capital stock, that provided that, in each case (A) after giving effect to such repurchases do dividend, distribution, repurchase or redemption, Borrower’s Liquidity is at least Fifty Million Dollars ($50,000,000) and (B) no Event of Default has occurred and is continuing either before such repurchase or would immediately result therefrom, (vii) Borrower may declare and pay dividends or distributions and make redemptions and repurchases, in each case, with the net proceeds of a substantially concurrent issuance of capital stock or convertible securities, (viii) any Subsidiary of Borrower may make dividends or distributions ratably on account of its capital stock and (xi) Borrower may declare and pay dividends or distributions and make redemptions or repurchases, in each case, in an aggregate amount not to exceed in the aggregate Two One Hundred and Fifty Thousand Dollars ($250,000100,000) per in any fiscal year, (iv) subsidiaries year of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoBorrower; or (b) directly or indirectly make any Investment other than Permitted Investments(including, without limitation, by the formation of any Subsidiary) or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, in each case, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsPermitted Investments.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any of its Equity Interests; provided, that capital stock (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests than repurchases pursuant to the terms of such convertible securities employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or otherwise in exchange thereofconsultant stock option plans, or similar plans, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000250,000.00) in the aggregate per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoingforgoing, other than Investments (x) upon the closing of a Qualified Public Offering, Borrower may make cash payments to the holders of its Series F Preferred Stock constituting the Series F Dividend, as used in, defined under, and pursuant to the terms of Borrower’s Charter as in the Dense Air Group existing effect on the First Restatement Effective Date, in provided that (i) no event shall any Loan Party Event of Default has occurred and is continuing immediately prior to, or Subsidiary directly or indirectly make any Investment would exist as a result of, the making of such payments; (ii) the aggregate amount of such payments does not exceed Five Million Two Hundred Thousand Dollars ($5,200,000) and (iii) Borrower has not amended, from and after the First Restatement Effective Date in any member through the date of payment of the Dense Air Group other than as it may relate (on a non-cash basis) Series F Dividend, its Charter to a conversion change the terms of the current five percent Series F Dividend or the terms of the dividend or redemption rights, or any similar or related rights, of the holders of Borrower’s preferred stock; and (5%y) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, Borrower may make cash payments to federal and state taxing authorities required to be paid in connection with the exercise of stock options held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion DateBorrower’s Chief Executive Office and Chief Financial Officer, provided that (i) no Event of Default has occurred and is continuing immediately prior to, or would exist as a result of, the making of such transaction substantially complies with payments; and (ii) the proposal provided to aggregate amount of such payments does not exceed One Million One Hundred Thousand Dollars ($1,100,000) in the Secured Parties prior to aggregate (the Closing Date in all material respects“Permitted Employee Tax Payments”).

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestsstock, partnership, membership, or other ownership interest or other equity securities; providedexcept that, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as in each case (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) each of the covenants set forth in Section 5.9 shall be satisfied on a pro forma basis after giving effect to such transaction: (i) Borrower may make Tax Distributions (which such Tax Distributions may be paid no more frequently than quarterly) due to Borrower being partnership or a disregarded entity under the United States Internal Revenue Code; (ii) Borrower may make non-cash PIK dividends to holders of its Class A Units (whenever issued) or other class of preferred units issued after the Effective Date for bona fide capital raising purposes on terms negotiated at arm’s length, all as contemplated by and pursuant to the terms of Borrower’s operating agreement, as it currently exists at or as it may be amended or amended and restated from time to time; (iii) [Reserved]; (iv) Borrower may repurchase the time equity interests owned by former employees and service providers pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase and or would not exist after giving effect to such repurchase, provided, that such repurchases do in an aggregate amount in cash not to exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000) per in any fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, ; and (v) Borrower or any Loan Party Subsidiary may make payments in respect of amounts or accrued obligations (including, without limitation, under incentive compensation programs and employee benefit plans) from time to time to “employees” or consultants or other Persons on account of or in respect of services performed from time to time, including to Persons who are also equity owners of Borrower and to whom payment for services would be construed as a distribution “guaranteed payment” instead of W-2 compensation (and who therefore may not be “employees” per se) under applicable federal and state tax laws and regulations, and including amounts payable to any Loan Party (compensate for additional tax liability imposed upon such Persons on account of their status as equity owners and not employees per se; provided however that distributions from IP Hold-Co shall be limited to distributions in the form aggregate amount of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), payments under this clause (vi) the Loan Parties may make shall not exceed Seven Million Five Hundred Thousand ($7,500,000) in any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or fiscal year. (b) directly Directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments except in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than each case as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectspermitted under Section 5.13.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, that (i) Holdings the Issuer may convert through a cashless exercise the Convertible Notes and any of its other convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings the Issuer may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings the Issuer may repurchase the stock of current or former employees or consultants of Holdings the Issuer or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings the Issuer may make distributions to the Issuer or any Loan PartyGuarantor, (v) any Loan Note Party may make a distribution to any Loan Note Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Collateral Agent), (vi) the Loan Parties Issuer and the Guarantors may make any distribution in accordance with Section 6.224.1(v), (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger ConsentTransaction Agreement, and (viii) Holdings Issuer may withhold or repurchase shares of common stock issued by Holdings the Issuer in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, (or permit any of its Subsidiaries to do somake) any Investment other than Permitted Investments. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Closing Date, in no event shall any Loan Note Party or Subsidiary Subsidiarysubsidiary directly or indirectly make any other Investment after the First Restatement Effective Closing Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestsstock, partnership, membership, or other ownership interest or other equity securities; providedexcept that, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as in each case (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) each of the covenants set forth in Section 5.9 shall be satisfied on a pro forma basis after giving effect to such transaction: (i) Borrower may make Tax Distributions (which such Tax Distributions may be paid no more frequently than quarterly) due to Borrower being partnership or a disregarded entity under the United States Internal Revenue Code; (ii) Borrower may make non-cash PIK dividends to holders of its Class A Units (whenever issued) or other class of preferred units issued after the Effective Date for bona fide capital raising purposes on terms negotiated at arm’s length, all as contemplated by and pursuant to the terms of Borrower’s operating agreement, as it currently exists at or as it may be amended or amended and restated from time to time; (iii) Any Subsidiary joined as a Guarantor to this Agreement pursuant to Section 5.13 hereof may make dividends or distributions to (A) Borrower or (B) any other Subsidiary joined as a Guarantor pursuant to Section 5.13 hereof; (iv) Any Subsidiary not joined as a Guarantor to this Agreement pursuant to Section 5.13 hereof may make dividends or distributions to (A) any other Subsidiary not joined as a Guarantor pursuant to Section 5.13 hereof, (B) any Subsidiary joined as a Guarantor to this Agreement pursuant to Section 5.13 hereof or (C) Borrower; (v) Borrower may repurchase the time equity interests owned by former employees and service providers pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase and or would not exist after giving effect to such repurchase, provided, that such repurchases do in an aggregate amount in cash not to exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000) per in any fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), ; and (vi) the Loan Parties Borrower or any Subsidiary may make payments in respect of amounts or accrued obligations (including, without limitation, under incentive compensation programs and employee benefit plans) from time to time to “employees” or consultants or other Persons on account of or in respect of services performed from time to time, including to Persons who are also equity owners of Borrower and to whom payment for services would be construed as a “guaranteed payment” instead of W-2 compensation (and who therefore may not be “employees” per se) under applicable federal and state tax laws and regulations, and including amounts payable to compensate for additional tax liability imposed upon such Persons on account of their status as equity owners and not employees per se; provided that the aggregate amount of payments under this clause (vi) shall not exceed Seven Million Five Hundred Thousand ($7,500,000) in any distribution in accordance with Section 6.22, fiscal year; and (vii) Following the consummation of the De-SPAC Transactions on Spartan Merger, Borrower may declare and pay dividends in accordance with Borrower’s or any direct or indirect owner of Borrower’s publicly announced regular dividend policy approved by Borrower’s Board; provided that a Responsible Officer shall have delivered to Bank a duly executed certificate certifying that at the terms set forth in time of the Merger Consent, declaration of such dividend and immediately before and after giving pro forma effect thereto: (A) no Default or Event of Default shall have occurred and be continuing and (viiiB) Holdings may withhold or repurchase shares of common stock issued by Holdings Borrower is in connection compliance with withholding taxes related thereto; or the Minimum Cash Threshold; (b) directly Directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments except in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than each case as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectspermitted under Section 5.13.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to the any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of its Equity Interests or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof such Borrower or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements so long as no Default or Event similar documents approved by the Board, provided that the aggregate amount of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that all such repurchases do does not exceed in the aggregate Two One Hundred and Fifty Thousand Dollars ($250,000100,000.00) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), ; and (vi) the Loan Parties may make repurchase (directly or through a tender offer) any distribution Borrower’s outstanding shares in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consentconnection with, and (viii) Holdings may withhold or repurchase shares using the proceeds of, substantially contemporaneous sales of common stock issued by Holdings in connection with withholding taxes related theretoany Borrower’s Equity Interests; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments Borrowers shall be permitted to make the repurchases pursuant to clauses (v) and (vi) above expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Borrower is solvent, and (iii) such payment or distribution is permitted under and is made in compliance with all applicable laws; and, with respect to clause (vi) above, the Dense Air Group existing on the First Restatement Effective Date, in no event aggregate amount of such repurchases shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate not exceed Two Hundred Fifty Thousand Dollars (on a non-cash basis$250,000.00) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsper fiscal year.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effectextent permitted under the terms of the applicable subordination or intercreditor agreement with Bank, (iiiii) Holdings Borrower Representative may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower Representative, (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares, (v) any Subsidiary may pay dividends or make any other distribution to a Loan Party and (vi) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements so long as or similar agreements approved by Borrower Representative’s Board, provided that (A) no Default or Event of Default exists at the time of such repurchase and no Event of Default would not exist after giving effect to such repurchaseresult therefrom, provided, that (B) the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 250,000 per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viiiC) Holdings may withhold such payment or repurchase shares of common stock issued by Holdings distribution is permitted under and is made in connection compliance with withholding taxes related theretoall applicable laws; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, capital stock provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible equity securities into other equity securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends or distributions solely in the form of common Equity Interests that are not Disqualified Equity Interestsstock, (iii) Holdings Borrower may repurchase the stock of current or former employees employees, directors, officers or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000250,000.00) per fiscal year, (iv) subsidiaries Borrower may purchase capital stock or options to acquire such capital stock with the proceeds (provided the amount of Holdings may make distributions such proceeds exceeds the sum of such purchases) received from a substantially concurrent issuance of capital stock or convertible securities so long as an Event of Default does not exist at the time of any such purchase and would not exist after giving effect to any Loan Partysuch purchase, provided that the aggregate amount of all such purchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per fiscal year, (v) any Loan Party Borrower may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions purchases of capital stock in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise connection with the Administrative Agent)exercise of stock options or stock appreciation by way of a cashless exercise, (vi) the Loan Parties Borrower may make any distribution in accordance with Section 6.22purchases of fractional shares of capital stock arising out of stock dividends, splits or combinations or business combinations, provided that the aggregate amount of all such purchases does not exceed Ten Thousand Dollars ($10,000.00); and (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, Subsidiaries may make dividends and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretodistributions to Borrower; or (b) directly or indirectly make any Investment other than Permitted Investments(including, without limitation, by the formation of any Subsidiary), or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, in each case other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsPermitted Investments.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, capital stock provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings Borrower may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that provided such repurchases do repurchase does not exceed in the aggregate Two of One Hundred and Fifty Thousand Dollars ($250,000100,000.00) per fiscal year, ; (iv) subsidiaries Borrower may institute a stock repurchase program pursuant to which it repurchases outstanding shares of Holdings may make distributions Borrower’s common stock so long as an Event of Default does not exist at the time of any such repurchase and would not exist after giving effect to any Loan Party, such repurchase and provided that the aggregate of all such repurchases does not exceed Five Hundred Thousand Dollars ($500,000.00); (v) any Loan Party Borrower may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions issue shares in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise connection with the Administrative Agent)payment of the nContact Earnout Payments, and (vi) the Loan Parties any Borrower which is a Subsidiary of any other Borrower may pay dividends or make any distribution in accordance with Section 6.22distributions or payments to such other Borrower or redeem, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold retire or repurchase shares of common from such other Borrower its capital stock issued by Holdings in connection with withholding taxes related theretoor membership interest; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effectextent permitted under the terms of the applicable subordination or intercreditor agreement with Bank, (iiiii) Holdings Borrower Representative may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower Representative, (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares, (v) any Subsidiary may pay dividends or make any other distribution to a Loan Party or Subsidiary thereof, and (vi) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements so long as approved by Borrower Representative’s Board, provided that (A) no Default or Event of Default exists at the time of such repurchase and no Event of Default would not exist after giving effect to such repurchase, provided, that result therefrom (B) the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 500,000 per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viiiC) Holdings may withhold such payment or repurchase shares of common stock issued by Holdings distribution is permitted under and is made in connection compliance with withholding taxes related theretoall applicable laws; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.274337441 v12

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, capital stock provided that Borrower may (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000.00) per fiscal year, ; (iv) subsidiaries purchase, redeem, retire, or otherwise acquire shares of Holdings may make distributions to any Loan Party, its capital stock or other equity interests with the proceeds received from a substantially concurrent issue of new shares of its capital stock or other equity interests; (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions cash payments in lieu of the form issuance of cashfractional shares in connection with the exercise of warrants, Cash Equivalentsoptions, or Equity Interests in the ordinary course other securities convertible into or exchangeable for equity interests of business unless agreed otherwise with the Administrative Agent), Borrower; (vi) the Loan Parties may make any distribution distribute rights pursuant to a shareholder rights plan or redeem such rights for no or nominal consideration not to exceed $0.001 per right, provided that such redemption is in accordance with Section 6.22, the terms of such plan; and (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase retire any shares of common capital stock issued by Holdings in connection of Borrower otherwise issuable upon conversion of any restricted stock unit award to satisfy any tax obligations with withholding taxes related theretorespect to such restricted stock unit awards; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interestsstock, partnership, membership, or other ownership interest or other equity securities; providedexcept that, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as in each case (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) each of the covenants set forth in Section 5.9 shall be satisfied on a pro forma basis after giving effect to such transaction: (i) Borrower may make Tax Distributions (which such Tax Distributions may be paid no more frequently than quarterly) due to Borrower being partnership or a disregarded entity under the United States Internal Revenue Code; (ii) Borrower may make non-cash PIK dividends to holders of its Class A Units (whenever issued) or other class of preferred units issued after the Effective Date for bona fide capital raising purposes on terms negotiated at arm’s length, all as contemplated by and pursuant to the terms of Borrower’s operating agreement, as it currently exists at or as it may be amended or amended and restated from time to time; (iii) Any Subsidiary joined as a Guarantor to this Agreement pursuant to Section 5.13 hereof may make dividends or distributions to (A) Borrower or (B) any other Subsidiary joined as a Guarantor pursuant to Section 5.13 hereof; (iv) Any Subsidiary not joined as a Guarantor to this Agreement pursuant to Section 5.13 hereof may make dividends or distributions to (A) any other Subsidiary not joined as a Guarantor pursuant to Section 5.13 hereof, (B) any Subsidiary joined as a Guarantor to this Agreement pursuant to Section 5.13 hereof or (C) Borrower; (v) Borrower may repurchase the time equity interests owned by former employees and service providers pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase and or would not exist after giving effect to such repurchase, provided, that such repurchases do in an aggregate amount in cash not to exceed in the aggregate Two Hundred and Fifty Thousand [***] Dollars ($250,000[***]) per in any fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), ; and (vi) the Loan Parties Borrower or any Subsidiary may make payments in respect of amounts or accrued obligations (including, without limitation, under incentive compensation programs and employee benefit plans) from time to time to “employees” or consultants or other Persons on account of or in respect of services performed from time to time, including to Persons who are also equity owners of Borrower and to whom payment for services would be construed as a “guaranteed payment” instead of W-2 compensation (and who therefore may not be “employees” per se) under applicable federal and state tax laws and regulations, and including amounts payable to compensate for additional tax liability imposed upon such Persons on account of their status as equity owners and not employees per se; provided that the aggregate amount of payments under this clause (vi) shall not exceed [***] ($[***]) in any distribution in accordance with Section 6.22, fiscal year; and (vii) Following the consummation of the De-SPAC Transactions on Spartan Merger, Borrower may declare and pay dividends in accordance with Borrower’s or any direct or indirect owner of Borrower’s publicly announced regular dividend policy approved by Borrower’s Board; provided that a Responsible Officer shall have delivered to Bank a duly executed certificate certifying that at the terms set forth in time of the Merger Consent, declaration of such dividend and immediately before and after giving pro forma effect thereto: (A) no Default or Event of Default shall have occurred and be continuing and (viiiB) Holdings may withhold or repurchase shares of common stock issued by Holdings Borrower is in connection compliance with withholding taxes related theretothe Minimum Cash Threshold; or (b) directly Directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments except in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than each case as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectspermitted under Section 5.13.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; providedcapital stock, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings Borrower may repurchase the stock of current or former employees employees, directors, officers or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand [***] Dollars ($250,000[***]) per fiscal yearyear or such greater amount so long as such repurchase is funded by a concurrent issuance of capital stock or convertible securities, (iv) subsidiaries Borrower may purchase capital stock or options to acquire such capital stock in an amount not to exceed [***] Dollars ($[***]) per fiscal year or such greater amount, so long as such purchase is funded with the proceeds received from a concurrent issuance of Holdings may make distributions to any Loan Partycapital stock or convertible securities, (v) any Loan Party Borrower may make purchases of capital stock in connection with the exercise of stock options or stock appreciation by way of a distribution cashless exercise, (vi) Borrower may make payments with respect to any Loan Party (provided however that distributions from IP Hold-Co shall be limited capital stock issued to distributions in the form of cashemployees, Cash Equivalentsdirectors, officers or Equity Interests consultants pursuant to stock option plans or similar employee benefit arrangements entered into in the ordinary course of business unless agreed otherwise with the Administrative Agent)and subject to standard industry practice, (vi) the Loan Parties may make any distribution in accordance with Section 6.22, and (vii) the consummation Borrower may make purchases of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase fractional shares of common capital stock issued by Holdings in connection with withholding taxes related theretoarising out of stock dividends, splits or combinations or business combinations; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party ; or Subsidiary (c) directly or indirectly make any Investment after the First Restatement Effective Date in Calix International, or permit Calix International to have any member of the Dense Air Group other than as it may relate (on assets or property, until such time that Calix International becomes a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsGuarantor hereunder.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to the any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Closing Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Closing Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsGroup.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase purchase, any of its Equity Interests; providedcapital stock, except that the following are permitted: (A) Borrower may (i) Holdings may convert through a cashless exercise do any of the foregoing in connection with the SPAC Transaction, (ii) declare dividends payable solely in shares of capital stock, (iii) make de minimis cash payments in lieu of issuance of fractional shares upon the conversion or exercise of convertible securities (including warrants), (iv) make purchases or de minimis cash payments in lieu of fractional shares of capital stock arising out of stock dividends, splits or combinations or Permitted Acquisitions; (v) make distributions of securities to employees, officers, directors, or consultants upon the exercise of stock options, (vi) convert its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant securities, (vii) withhold shares otherwise issuable to employees upon the terms vesting of such convertible securities employee’s restricted stock (or otherwise upon the exercise of such employee’s stock options) in exchange thereof, provided that order to cover such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effectemployee’s tax liabilities, (iiviii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees employees, officers, directors or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements, employee stock option agreements, restricted stock agreements, equity incentive plans or other similar agreements or plans so long as no Default or an Event of Default exists does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided, that repurchase and the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand One Million Dollars ($250,0001,000,000) per in any fiscal year, (ivix) subsidiaries distribute rights pursuant to a stockholder rights plan or redeem such rights for no or nominal consideration (including, for the avoidance of Holdings may make distributions to any Loan Partydoubt, (v) any Loan Party may make a distribution to any Loan Party (cash consideration); provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution such redemption is in accordance with Section 6.22, the terms of such plan) and (viix) the consummation repurchases of stock deemed to occur upon exercise of stock options or warrants if such stock represents a portion of the De-SPAC Transactions on the terms set forth in the Merger Consentexercise price of such options or warrants, and (viiiB) Holdings any Subsidiary of Borrower may withhold or repurchase shares pay dividends and make distributions and other payments in respect of common its capital stock, and may purchase capital stock issued by Holdings in connection with withholding taxes related theretoof any other Subsidiary of Borrower; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any other distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings Borrower Representative may make Permitted Tax Distributions; (iv) any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests of such Borrower or Subsidiary; (v) Borrower Representative may make cash payments in lieu of fractional shares, if applicable; (vi) any Borrower or a Subsidiary thereof that are not Disqualified Equity Interestsis a Loan Party may pay dividends or make other distributions to another Borrower or a Subsidiary thereof that is a Loan Party, and (iiivii) Holdings Borrower Representative may repurchase the stock Equity Interests issued by Borrower Representative to employees, officers, directors, contractors and other service providers upon or any time after cessation of current employment or former employees or consultants of Holdings or its Subsidiaries pursuant service, as applicable, in an aggregate amount not to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 500,000 per fiscal year, (iv) subsidiaries provided that no Event of Holdings may make distributions Default shall have occurred immediately prior to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, such repurchase and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related immediately after giving effect thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding anything to the foregoingcontrary in this Agreement and for the avoidance of doubt, other than Investments in the Dense Air Group existing on the First Restatement Effective Datedelivery of a “Put Notice”, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member accordance with Section 4 of the Dense Air Group other than Investor Rights Agreement shall not in and of itself constitute a violation of this Section 7.7 or otherwise an Event of Default pursuant to this Agreement except as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited set forth in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsSection 8.12.

Distributions; Investments. (a) Pay Directly or indirectly acquire or own any dividends Person, or make any distribution or payment or redeemInvestment in any Person, retire or purchase any of its Equity Interests; provided, that (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding Pay any dividends or make any distribution or payment on or in respect of its Stock or redeem, retire or purchase any Stock, except that provided no Event of Default has occurred, is continuing or would exist after giving effect to any of the foregoingfollowing, other than Investments the Company may: (i) repurchase Stock from former employees, consultants, or directors of the Company under the terms of applicable repurchase agreements, restricted Stock plans, (ii) make distributions or pay dividends solely in the Dense Air Group existing on Stock of the First Restatement Company or a Subsidiary, (iii) repurchase Stock or outstanding Stock options so long as the funds for such repurchases are derived from the proceeds of substantially concurrent Stock or convertible securities issuances, (iv) redeem Stock pledged as collateral for loans to employees outstanding as of the Effective Date, (v) pay dividends and distributions made by any of Borrower’s Subsidiaries to the holders of its Stock, (vi) repurchase Stock in no event shall any Loan Party connection with the exercise of Stock options or Subsidiary directly or indirectly make any Investment after Stock appreciation rights so long as the First Restatement Effective Date consideration for such repurchases is not cash, (vii) repurchase Stock in any member order to allow the seller of such Stock to pay withholding tax obligations arising out of the Dense Air Group other than as it may relate purchase of such Stock, (on a non-viii) repurchase factional shares resulting from Stock splits, dividends, or purchases of businesses otherwise permitted herein, and (ix) pay cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, dividends required to be held by Airspan Communications Limited paid to holders of Series B Preferred Stock. The foregoing notwithstanding, the Company may redeem its Series B Preferred Stock at any time or another group companyfrom time to time after May 6, 2006, so long as (i) no Event of Default then exists or would result after giving effect to such redemption and (ii) after giving pro forma effect to such redemption, the Company is in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.Section 6.8

Distributions; Investments. Borrower shall not, nor shall it permit any Subsidiary to (a) Pay directly or indirectly make any Investment other than Permitted Investments; or (b) pay any dividends or make any distribution or payment on or in respect of its Equity Interests, or redeem, retire or purchase repurchase any of its Equity Interests (or any securities or instruments convertible into or exercisable for, or other rights to acquire, directly or indirectly, Equity Interests; provided) (each a “Restricted Payment”) from the holders thereof, provided however, that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower and any of its Subsidiaries may make payment of cash not to exceed an aggregate of Fifty Thousand Dollars ($50,000) in lieu of the issuance of fractional shares upon (x) exercise of options or warrants, or (y) the conversion or exchange of such Person’s Equity Interests; (iii) each Loan Party may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, of such Loan Party; (iiiiv) Holdings Borrower may repurchase the stock Equity Interests of current or Borrower of employees, former employees employees, officers, former officers, directors, former directors, or consultants of Holdings Borrower or its Subsidiaries any Subsidiary (or any spouses, ex-spouses, or estates of any of the foregoing) at the original sales price pursuant to stock Board-approved repurchase agreements agreements, in an aggregate amount for all such repurchases, plus the amount of Indebtedness outstanding under clause (o) of the definition of Permitted Indebtedness, not to exceed Two Hundred Fifty Thousand Dollars ($250,000), so long as no Default or Event of Default exists has occurred and is continuing at the time of any such repurchase and would not exist immediately after giving effect to any such repurchase; (v) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower held by such Persons; provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower; ($250,000vi) per fiscal year, (ivA) subsidiaries of Holdings each Subsidiary may make distributions Restricted Payments to any Loan Party, ; and (vB) any Loan Party non-wholly owned Subsidiary may make a distribution Restricted Payment ratably to any Loan Party (provided however all Persons that distributions from IP Holdown an Equity Interest in such non-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, wholly owned Subsidiary; and (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than so long as it may relate (on constitutes a non-cash basistransaction, Borrower may make repurchases of Equity Interests deemed to occur (i) upon the exercise of stock options to the extent such Equity Interests represent a conversion portion of the current five percent exercise price of those stock options, and (5%ii) equity holding upon the withholding of Airspan Communications Limited in Dense Air Limited into a portion of the Equity Interests granted or awarded to an equivalent equity holdingemployees, to be held former employees, officers, former officers, directors, former directors, or consultants of Borrower (or any spouse, ex-spouse, or estate of any of the foregoing) payable by Airspan Communications Limited such Person upon such grant or another group company, in Dense Air Holdco award (or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsvesting thereof).

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement; (iiiii) Holdings Borrower Representative or any Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower Representative or such Subsidiary, as applicable; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; and (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by Borrower Representative’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000.00) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of its Equity Interests or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof such Borrower or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; and (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements so long as no Default or Event approved by the Board, provided that the aggregate amount of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases pursuant to clause (iv) above expressly permitted above only if, in at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any cash dividends or make any cash distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, capital stock provided that Co-Borrowers may (i) Holdings may convert through a cashless exercise any of its their convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms thereof and make payments in lieu of this Agreement and the Pari Passu Intercreditor Agreement then fractional shares in effectconnection therewith, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; and (iii) Holdings may repurchase the stock of current or former employees employees, directors or consultants of Holdings or its Subsidiaries (their spouses, trusts, heirs and estates) pursuant to or otherwise in connection with stock repurchase agreements, option agreements or similar agreements (A) so long as no Default or an Event of Default exists does not exist at the time of any such repurchase and would not exist immediately after giving effect to any such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two One Hundred and Fifty Thousand Dollars ($250,000100,000) per fiscal yearyear or (B) regardless of whether an Event of Default exists, (iv) subsidiaries where the consideration for such repurchase is solely the cancelation of Holdings may make distributions indebtedness owing to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP HoldCo-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoBorrower; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event Subsidiaries of any Co-Borrower shall be permitted to pay dividends to such Co-Borrower or make distributions to any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a nonCo-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsBorrower.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of or redeem, retire or purchase any of its Equity Interests; providedcapital stock (in each case, that other than (i) Holdings may convert through dividends or distributions payable solely in capital stock of Parent to equity holders of a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests Parent, (ii) dividends or distributions payable to a Loan Party, (iii) repurchases pursuant to the terms of such convertible securities employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or otherwise in exchange thereofconsultant stock option plans, or similar plans, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or Event of Default exists at the time of prior to such repurchase and or would not exist after giving effect to such repurchase, provided(iv) distributions and investments constituting Permitted Intercompany Transfers, that (v) repurchases of stock of former employees, officers, consultants or directors pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees or directors to any Loan Party or any of its Subsidiaries, provided such repurchases (for both clauses (iii) and (v)) do not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000.00) in the aggregate per fiscal year, (iv) subsidiaries of Holdings may make distributions to year excluding any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent)applicable tax withholding payments, (vi) non-cash repurchases of stock of Parent to occur upon exercise of stock options or warrants or the Loan Parties may make any distribution in accordance with Section 6.22settlement or vesting of other equity awards, (vii) the consummation cash payments in lieu of the De-SPAC Transactions on the terms set forth in the Merger Consentissuance of fractional shares, and (viii) Holdings such other payments in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00); provided that “capital stock” shall not include at any time (A) Permitted Convertible Debt until such Permitted Convertible Debt has been converted pursuant to the terms thereof, (B) other debt securities that are or by their terms may withhold be convertible or repurchase shares of common exchangeable into or for such capital stock until such debt securities have been converted or exchanged pursuant to the terms thereof or (C) any Permitted Bond Hedge Transaction or Permitted Warrant Transaction until any Equity Interests have been issued by Holdings in connection with withholding taxes related thereto; pursuant to the terms thereof, or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments and for the avoidance of doubt, this Section 7.7 shall not prohibit, (i) so long as in the Dense Air Group existing event of any redemption of, or making of any principal payment in cash with respect to, the Permitted Convertible Debt, the Permitted Convertible Debt Payment Conditions are fulfilled prior thereto and at all times thereafter, the conversion by holders of (including any cash payment upon conversion), or required payment of any principal or premium on (including, for the First Restatement Effective Dateavoidance of doubt, in no event shall respect of a required repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock price of Parent’s ordinary shares (including for the avoidance of doubt, American Depositary Shares representing such ordinary shares)) or required payment of any interest with respect to, any Permitted Convertible Debt in each case, in accordance with the terms of the indenture governing such Permitted Convertible Debt or (ii) the entry into (including the payment of premiums in connection therewith) or any required payment with respect to, or required early unwind or settlement of, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, in each case, in accordance with the terms of the agreement governing such Permitted Bond Hedge Transaction or Permitted Warrant Transaction. Notwithstanding the foregoing, a Loan Party may repurchase, exchange or induce the conversion of Permitted Convertible Debt by delivery of ordinary shares of Parent (including for the avoidance of doubt, American Depositary Shares representing such ordinary shares) and/or a different series of Permitted Convertible Debt and/or by payment of cash (in an amount that does not exceed the proceeds received by Borrower from the substantially concurrent issuance of ordinary shares of Parent (including for the avoidance of doubt, American Depositary Shares representing such ordinary shares) and/or such different series of Permitted Convertible Debt minus the net cost of any Permitted Bond Hedge Transaction and related Permitted Warrant Transaction entered into in connection therewith plus the net cash proceeds, if any, received by Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, pursuant to the immediately following proviso); provided that, for the avoidance of doubt, (i) substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Debt that are so repurchased, exchanged or converted, Borrower may exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, corresponding to such Permitted Convertible Debt that are so repurchased, exchanged or converted and (ii) immediately prior to any cash payment being made by any Loan Party with respect to any redemption of, or Subsidiary directly or indirectly make any Investment after principal payment to, the First Restatement Effective Date in any member of Permitted Convertible Debt and at all times thereafter, the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to Permitted Convertible Debt Payment Conditions must be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsfulfilled.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock except: (i) dividends with respect to the Borrower’s Equity Interests payable solely in additional Equity Interests that constitute common stock (or the equivalent) (other than Disqualified Equity Interests); (ii) the Borrower’s purchase, redemption, retirement, or other acquisition of its Equity Interests with the proceeds received from a substantially concurrent issue of new shares of its Qualified Equity Interests, provided that no Event of Default has occurred and is continuing or would result therefrom; (iii) dividends paid by any Subsidiary to any other Loan Party; (iv) the Borrower may make dividends or other distributions (A) pursuant to and in accordance with restricted stock agreements, stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries or (B) in connection with the satisfaction of withholding tax obligations; provided, provided that (i) Holdings the aggregate amount of all such dividends or other distributions permitted under this clause (iv) shall not exceed [***] Dollars ($[***]) in the aggregate in any fiscal year of the Borrower, and (ii) no Event of Default has occurred and is continuing or would result therefrom; (v) the Borrower may convert through a cashless exercise pay cash in lieu of the issuance of fractional shares, provided that no Event of Default has occurred and is continuing or would result therefrom; (vi) the Borrower may honor any non-cash conversion requests in respect of its any convertible securities of the Borrower permitted under this Agreement into other securities that do not constitute Disqualified Qualified Equity Interests of the Borrower pursuant to the terms of such convertible securities or otherwise securities; (vii) the Borrower may honor any exercise request in exchange thereof, provided that such conversion is not restricted by respect of warrants to purchase Qualified Equity Interests of the Borrower pursuant to the terms of this Agreement such warrants, and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, (iii) Holdings may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or such exercise does not result in a payment of any cash by Borrower (other than cash in lieu of fractional shares), provided that no Event of Default exists at has occurred and is continuing or would result therefrom; and (viii) the time Borrower may agree to pay and accrue dividends on its Equity Interests payable other than in Qualified Equity Interests so long as the Borrower does not make actual payment of any such repurchase and would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed dividend until (x) all Obligations have been paid in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal yearfull, (ivy) subsidiaries of Holdings may make distributions Bank has no further obligations to any Loan PartyBorrower, and (vz) any Loan Party may make a distribution to any Loan Party this Agreement has been terminated; and (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (viix) the Loan Parties Borrower may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms agree to redeem its preferred stock as set forth in its certificate of incorporation as in effect from time to time, so long as such redemption date is on or after the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or date that is [***] days after the Term Loan Maturity Date; (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; providedcapital stock or other equity interest, provided that the Issuer may (i) Holdings may convert through a cashless exercise any of its convertible securities (including warrants) into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends or distributions solely in common stock with the form prior written consent of common Equity Interests that are not Disqualified Equity Intereststhe Required Noteholders, (iii) Holdings may repurchase the stock of current or former employees employees, directors, officers, or consultants of Holdings or its Subsidiaries pursuant to stock repurchase purchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do by the Issuer does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 100,000 per fiscal year, (iv) subsidiaries with the prior written consent of Holdings may the Required Noteholders, make distributions to any Loan Partypurchases of capital stock in connection with the exercise of stock options or stock appreciation rights by way of a cashless exercise, (v) any Loan Party may make a distribution purchase capital stock or options to any Loan Party acquire such capital stock with the proceeds (provided however that distributions the amount of such proceeds exceeds the amount of such purchases) received from IP Hold-Co shall be limited to distributions a substantially concurrent issuance of capital stock or convertible securities, provided that (x) such purchases do not in the form aggregate exceed $100,000 per fiscal year and (y) no Event of cash, Cash Equivalents, Default is continuing or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), would result therefrom; (vi) make cash payments in lieu of the Loan Parties may make any distribution in accordance with Section 6.22issuance of fractional shares, and (vii) grant stock-settled equity awards to employees, officers, independent contractors or directors pursuant to incentive equity plans existing on, and pursuant to the consummation terms thereof as of, the Closing Date (including the Stock Plans), and distribute equity securities to employees, officers, independent contractors or directors on the exercise of their options or settlement of their restricted stock units or other awards granted pursuant to incentive equity plans existing on, and pursuant to the terms thereof as of, the Closing Date (including the Stock Plans), in each case, with the consent of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoRequired Noteholders; or (b) directly or indirectly make any Investment (including by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. The CompanyParent will not, and will not permit any Subsidiary to (a) Pay pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase purchase, any of its Equity Interests; provided, Interests provided that (i) Holdings the Companyan Obligor may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by the Companysuch Obligor (other than Disqualified Stock) pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) the Companyan Obligor may convert Subordinated Debt issued by the Companysuch Obligor into Equity Interests issued by the Companysuch Obligor (other than Disqualified Stock) pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings the Companyan Obligor may pay dividends solely in the form of common Equity Interests that are not of the Companysuch Obligor (other than Disqualified Equity Interests, Stock); (iiiiv) Holdings Tax Distributions to the Companyan Obligor or Affiliates; and (v) the Companyan Obligor may repurchase the stock of current or Equity Interests issued by the Companysuch Obligor from former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements approved by the Company’ssuch Obligor’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thirty Thousand Dollars ($250,000230,000) per fiscal year, in any 12-Month Period and the aggregate repurchase price does not exceed the original consideration paid for such Equity Interests; and (ivvi) subsidiaries of Holdings any Subsidiary may pay dividends or make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however the CompanyParent or another Subsidiary that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, is its direct parent entity; and (vii) the consummation Companyan Obligor may pay cash in lieu of issuing fractional shares (not to exceed an aggregate of Twenty-Eight Thousand Seven Hundred Fifty Dollars ($28,750) per fiscal year per the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoCompanysuch Obligor); or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its their Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on CompanyParent and its Subsidiaries shall be permitted to make the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Loan Party Default or Subsidiary directly Event of Default, exists or indirectly make any Investment after the First Restatement Effective Date in any member could reasonably be expected to occur, (ii) each of the Dense Air Group other than as it may relate CompanyParent and its Subsidiaries is solvent, and (on a non-cash basisiii) to a conversion such payment or distribution is permitted under and is made in compliance with all applicable laws, including Sections 170 and 173 of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in Delaware General Corporation Law and all material respectsother applicable law.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; providedcapital stock, provided that Borrower may (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests (including Borrower’s common stock) pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such including the conversion is not restricted or exchange of any outstanding 6.0% Senior Convertible Notes due 2025 issued by Borrower to Puissance Life Science Opportunities Fund VI into Borrower's common stock pursuant to the terms of this Agreement the Senior Convertible Note Purchase Agreement, dated as of March 7, 2019, by and the Pari Passu Intercreditor Agreement then in effectbetween Borrower and Puissance Life Science Opportunities Fund VI or otherwise, (ii) Holdings may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsstock, (iii) Holdings may repurchase the stock of distribute equity securities to former or current employees, officers, consultants or former employees or consultants of Holdings or its Subsidiaries directors pursuant to the exercise of employee stock repurchase agreements options approved by the Board, (iv) conduct Permitted Repurchases so long as no Default or an Event of Default exists does not exist at the time of any such repurchase Permitted Repurchase and would not exist after giving effect to any such repurchasePermitted Repurchase, provided, provided that such repurchases do the aggregate amount of all Permitted Repurchases does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000250,000.00) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, and (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold redeem or repurchase shares capital stock, provided that concurrently with any such redemption or repurchase, Borrower receives proceeds from the sale of common stock issued by Holdings in connection with withholding taxes related theretoBorrower’s equity securities equal to or greater than the value of such redemption or repurchase; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, provided that (i) Holdings Parent may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement; (iiiii) Holdings Parent or any Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Parent or such Subsidiary, as applicable; (iiiiv) Holdings Parent may make cash payments in lieu of fractional shares; (v) Parent may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Parent pursuant to stock repurchase agreements approved by Parent’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist immediately after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 500,000 per fiscal year; (vi) Parent may pay dividends, make any distributions or payments or redeem any Equity Interests in an aggregate amount not to exceed $500,000 per fiscal year so long as an Event of Default does not exist at such time and would not exist immediately after giving effect to any such distribution, payment or redemption; and (ivvii) subsidiaries of Holdings a Subsidiary may pay dividends or make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form holders of cash, Cash Equivalents, or its Equity Interests in the ordinary course of business unless agreed otherwise accordance with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation terms of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoits Operating Documents; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, capital stock provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings Borrower may pay dividends or distributions solely in the form of common Equity Interests that are not Disqualified Equity Interests, capital stock; (iii) Holdings Borrower may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that provided such repurchases do repurchase does not exceed in the aggregate Two of Seven Hundred and Fifty Thousand Dollars ($250,000750,000) per fiscal yearyear and provided further, that the foregoing limitations do not apply to the repurchase of the unvested restricted stock (one hundred thirty-five thousand shares (135,000) issued to Borrower’s current executive officers on October 8, 2007, pursuant to the terms and conditions of the restricted stock purchase agreements currently in effect between Borrower and each of such executive officers; (iv) subsidiaries purchases for value of Holdings may make distributions to any Loan Party, rights distributed in connection with any stockholder rights plan; (v) any Loan Party may make a distribution purchases of capital stock or options to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise acquire such capital stock with the Administrative Agent), proceeds received from a substantially concurrent issuance of capital stock or convertible securities; (vi) purchases of capital stock in connection with the Loan Parties may make any distribution in accordance with Section 6.22, exercise of stock options or stock appreciation by way of a cashless exercise; and (vii) the consummation purchases of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase fractional shares of common capital stock issued by Holdings in connection with withholding taxes related theretoarising out of stock dividends, splits or combinations or business combinations; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in Equity Interests) or make any distribution or payment in respect of or redeem, retire or purchase any Equity Interests (all of its Equity Interests; providedthe foregoing, the “Restricted Payments”) except that Company or any Subsidiary may (i) Holdings may repurchase Equity Interests of Company from current or former employees, directors or consultants pursuant to stock repurchase agreements or stock purchase plans so long as such repurchases do not exceed [ * ] in the aggregate per fiscal year and no default under the Loan Documents or Event of Default then exists or would be caused thereby, (ii) repurchase Equity Interests of Company from current or former employees, directors or consultants pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees in the ordinary course of business regardless of whether an Event of Default exists, (iii) convert through a cashless exercise or exchange of any of its convertible securities of Company into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereofthereof to the extent no Event of Default then exists or would be caused thereby and, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay dividends solely in the form case of common Equity Interests that are not Disqualified Equity Interestscash conversions (other than cash in lieu of fractional shares), no default under the Loan Documents then exists or would be caused thereby, (iiiiv) Holdings may repurchase purchase for value of any rights distributed in connection with any stockholder rights plan to the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as extent no Default default under the Loan Documents or Event of Default then exists at the time of such repurchase and or would not exist after giving effect to such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Partybe caused thereby, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form purchases of cash, Cash Equivalents, or Equity Interests of Company with the proceeds received from a substantially concurrent issuance of Equity Interests or convertible securities to the extent no default under the Loan Documents or Event of Default then exists or would be caused thereby; (vi) purchases of Equity Interests of Company pledged as collateral for loans to employees in the ordinary course of business unless agreed otherwise with to the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, extent no Event of Default then exists or would be caused thereby; (vii) purchases of Equity Interests of Company in connection with (A) the consummation exercise of warrants, stock options or stock appreciation rights of Company by way of cashless (or “net”) exercise, or (B) the De-SPAC Transactions on satisfaction of withholding tax obligations, in each case of this clause (vii), to the terms set forth in the Merger Consent, and extent no Event of Default then exists or would be caused thereby; (viii) Holdings may withhold cash payments in lieu of the issuance of fractional shares upon exercise, conversion or repurchase shares exchange of common warrants, stock issued by Holdings in connection with withholding taxes related theretooption or convertible securities of Company to the extent no Event of Default then exists or would be caused thereby; and (ix) the purchase of any Permitted Equity Derivatives and any settlement, unwinding or other termination of any Permitted Equity Derivatives to the extent no default under the Loan Documents or Event of Default then exists or would be caused thereby or (b) directly or indirectly make any Investment loan, advance, investment, payment or capital contribution to its Subsidiaries or Joint Ventures (other than Permitted Investments), unless such Subsidiary or permit any of its Subsidiaries Joint Venture provides a Guaranty in form and substance satisfactory to do so. Notwithstanding RP and the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsLenders.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of its Equity Interests or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof such Borrower or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; and (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements so long as no Default or Event approved by the Board, provided that the aggregate amount of Default exists at the time of such repurchase and would not exist after giving effect to such repurchase, provided, that all such repurchases do does not exceed in the aggregate Two One Hundred and Fifty Thousand Dollars ($250,000100,000.00) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases pursuant to clause (iv) above expressly permitted above only if, in at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. The CompanyParent will not, and will not permit any Subsidiary to (a) Pay pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase purchase, any of its Equity Interests; provided, Interests provided that (i) Holdings the Companyan Obligor may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by the Companysuch Obligor (other than Disqualified Stock) pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) the Companyan Obligor may convert Subordinated Debt issued by the Companysuch Obligor into Equity Interests issued by the Companysuch Obligor (other than Disqualified Stock) pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings the Companyan Obligor may pay dividends solely in the form of common Equity Interests that are not of the Companysuch Obligor (other than Disqualified Equity Interests, Stock); (iiiiv) Holdings Tax Distributions to the Companyan Obligor or Affiliates; and (v) the Companyan Obligor may repurchase the stock of current or Equity Interests issued by the Companysuch Obligor from former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements approved by the Company’ssuch Obligor’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thirty Thousand Dollars ($250,000230,000) per fiscal year, in any 12-Month Period and the aggregate repurchase price does not exceed the original consideration paid for such Equity Interests; and (ivvi) subsidiaries of Holdings any Subsidiary may pay dividends or make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however the CompanyParent or another Subsidiary that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, is its direct parent entity; and (vii) the consummation Companyan Obligor may pay cash in lieu of issuing fractional shares (not to exceed an aggregate of Twenty-Eight Thousand Seven Hundred Fifty Dollars ($28,750) per fiscal year per the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoCompanysuch Obligor); or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its their Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on CompanyParent and its Subsidiaries shall be permitted to make the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Loan Party Default or Subsidiary directly Event of Default, exists or indirectly make any Investment after the First Restatement Effective Date in any member could reasonably be expected to occur, (ii) each of the Dense Air Group other than as it may relate CompanyParent and its Subsidiaries is solvent, and (on a non-cash basisiii) to a conversion such payment or distribution is permitted under and is made in compliance with all applicable laws, including Sections 170 and 173 of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in Delaware General Corporation Law and all material respects.other applicable law. ​

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, capital stock provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that thereof and pay cash in lieu of the issuance of fractional shares in connection with such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effectconversions, (ii) Holdings Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, stock; (iii) Holdings Borrower may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Million Five Hundred and Fifty Thousand Dollars ($250,0002,500,000) per fiscal year, in the aggregate during the term of this Agreement; (iv) subsidiaries Borrower may repurchase its capital stock pursuant to a stock repurchase program approved by Borrower’s board of Holdings may make distributions to any Loan Partydirectors, provided that (vA) any Loan Party may make a distribution to any Loan Party the aggregate amount of all such repurchases does not exceed Twenty Million Dollars (provided however that distributions from IP Hold-Co shall be limited to distributions $20,000,000) in the form aggregate during the term of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, this Agreement and (viiiB) Holdings may withhold or repurchase shares of common stock issued by Holdings no Net Cash Trigger Period is then in connection with withholding taxes related theretoeffect; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding ; or (v) Borrower may repurchase equity securities to the foregoing, other than Investments extent that such repurchase is deemed to occur (A) upon “net exercise” of options or warrants if such equity securities represent the exercise price of such options or warrants or (B) in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies connection with the proposal provided to the Secured Parties prior to the Closing Date retention of equity securities in all material respectspayment of withholding taxes in connection with equity-based compensation plans.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Parent may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement; (iiiii) Holdings Parent or any Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified of Parent or such Subsidiary, as applicable; (iv) Parent may make cash payments in lieu of fractional shares; (v) Parent may purchase Equity Interests, Interests in connection with the cashless exercise of stock options or net settlement of warrants; (iiivi) Holdings Parent may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Parent pursuant to stock repurchase agreements approved by Parent’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000.00) per fiscal year, (ivvii) subsidiaries Parent may issue Equity Interests and reward units (including bonus entitlement units) under its equity incentive plans or long term incentive plans approved by the Parent’s Board, so long as an Event of Holdings may make distributions Default does not exist at the time of such issuance and would not exist after giving effect to any Loan Partysuch issuance, and (vviii) any Loan Party may pay or make a distribution to other dividends, distributions, repurchases or redemptions on account of any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings it, ratably to the holders thereof, in connection with withholding taxes related theretoan aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock of its Equity InterestsBorrower; provided, provided that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that thereof and pay cash in lieu of issuing fractional shares in connection with such conversion is in an aggregate amount not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effectto exceed Ten Thousand Dollars ($10,000.00), (ii) Holdings Borrower may pay dividends or make distributions solely in the form of common Equity Interests that are not Disqualified Equity Interestscapital stock, (iii) Holdings Borrower or any Subsidiaries may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Seventy-Five Thousand Dollars ($250,00075,000.00) per fiscal year, (iv) subsidiaries non-cash purchases or withholding of Holdings may make distributions to any Loan Partycapital stock in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or the vesting of restricted stock units or in connection with the satisfaction of withholding tax obligations, and (v) any Loan Party Borrower may make a distribution other payments, distributions, redemptions, retirements or purchases in an aggregate amount not to exceed Twenty-Five Thousand Dollars ($25,000.00) in any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in fiscal year so long as an Event of Default does not exist at the form time of cashany such payment, Cash Equivalentsdistribution, redemption, retirement or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, purchase and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; would not exist after giving effect thereof or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. The Company will not, and will not permit any Subsidiary to (a) Pay pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase purchase, any of its Equity Interests; provided, Interests provided that (i) Holdings the Company may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by the Company (other than Disqualified Stock) pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) the Company may convert Subordinated Debt issued by the Company into Equity Interests issued by the Company (other than Disqualified Stock) pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings the Company may pay dividends solely in the form of common Equity Interests that are not of the Company (other than Disqualified Equity Interests, Stock); (iiiiv) Holdings Tax Distributions to the Company or Affiliates; and (v) the Company may repurchase the stock of current or Equity Interests issued by the Company from former employees or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements approved by the Company’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thirty Thousand Dollars ($250,000230,000) per fiscal year, in any 12-Month Period and the aggregate repurchase price does not exceed the original consideration paid for such Equity Interests; and (ivvi) subsidiaries of Holdings any Subsidiary may pay dividends or make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however the Company or another Subsidiary that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, is its direct parent entity; and (vii) the consummation Company may pay cash in lieu of issuing fractional shares (not to exceed an aggregate of Twenty-Eight Thousand Seven Hundred Fifty Dollars ($28,750) per fiscal year per the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretoCompany); or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its their Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on Company and its Subsidiaries shall be permitted to make the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Loan Party Default or Subsidiary directly Event of Default, exists or indirectly make any Investment after the First Restatement Effective Date in any member could reasonably be expected to occur, (ii) each of the Dense Air Group other than as it may relate Company and its Subsidiaries is solvent, and (on a non-cash basisiii) to a conversion such payment or distribution is permitted under and is made in compliance with all applicable laws, including Sections 170 and 173 of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in Delaware General Corporation Law and all material respectsother applicable law.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement with Agent; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, of such Borrower or Subsidiary; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; and (v) Borrower Representative may repurchase the stock Equity Interests issued by Borrower Representative to employees, officers, directors, contractors and other service providers upon cessation of current employment or former employees or consultants service, as applicable, at a purchase price not in excess of Holdings or its Subsidiaries the original issue price, pursuant to bona fide, good faith stock repurchase agreements approved by Borrower Representative’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate purchase price for all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries during the term of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related theretothis Agreement; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effectextent permitted under the terms of the applicable subordination or intercreditor agreement, if any; (iiiii) Holdings Borrower Representative or any Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower Representative or such Subsidiary, as applicable; (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares; (v) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements approved by Borrower Representative’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Five Hundred and Fifty Thousand Dollars ($250,000500,000.00) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), ; (vi) the any Subsidiary may (directly or indirectly) pay dividends, or make distributions or other payments, in respect of Equity Interests to a Loan Parties may make any distribution in accordance with Section 6.22, Party and (vii) the consummation Borrower Representative and each of its Subsidiaries may make cashless repurchases of its Equity Interests deemed to occur upon exercise of stock options or warrants or similar rights if such Equity Interests represent a portion of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold exercise price of such options or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; warrants or similar rights or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment on any capital stock of a Loan Party or redeem, retire or purchase any Equity Interests of its Equity Interests; provided, a Loan Party provided that (i) Holdings Parent may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effect, extent permitted under the terms of the applicable subordination or intercreditor agreement; (iiiii) Holdings any Borrower or Subsidiary thereof may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interests, of such Borrower or Subsidiary; (iiiiv) Holdings Parent may make cash payments in lieu of fractional shares; and (v) Parent may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Parent pursuant to stock repurchase agreements approved by Parent’s Board so long as no Default or an Event of Default exists does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary), other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in Loan Parties shall be permitted to make the Dense Air Group existing on the First Restatement Effective Daterepurchases, in payments or distributions expressly permitted above only if, at such time, and immediately after giving effect thereto: (i) no event shall any Default or Event of Default, exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date distribution is permitted under and is made in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies compliance with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsapplicable laws.

Distributions; Investments. Borrower shall not, nor shall it permit any Subsidiary to (a) Pay directly or indirectly make any Investment other than Permitted Investments; or (b) pay any dividends or make any distribution or payment on or in respect of its Equity Interests, or redeem, retire or purchase repurchase any of its Equity Interests (or any securities or instruments convertible into or exercisable for, or other rights to acquire, directly or indirectly, Equity Interests; ) from the holders thereof, provided, however, that (i) Holdings Borrower may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that thereof and may pay cash in lieu of issuing fractional shares in connection with such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effectconversion, (ii) Holdings Borrower may issue shares of its capital stock to warrantholders in connection with the exercise of warrants pursuant to the terms thereof and may pay cash in lieu of issuing fractional shares in connection with such exercise, (iii) Subsidiaries may make dividends or distributions or payments on or in respect of their Equity Interests to Borrower or any other Loan Party, (iv) Borrower may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower, and (iiiv) Holdings Borrower may repurchase the stock Equity Interests of current or Borrower of former employees employees, directors or consultants of Holdings or its Subsidiaries at the original sales price pursuant to stock Board-approved repurchase agreements agreements, in an aggregate amount for all such repurchases not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year, so long as no Default or Event of Default exists has occurred and is continuing at the time of any such repurchase and would not exist immediately after giving effect to any such repurchase, provided, that such repurchases do not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.

Distributions; Investments. (a) Pay any dividends or make any distribution on account of Borrower’s equity securities or payment or redeem, retire or purchase any stock, partnership, membership, or other ownership interest or other equity securities of its Equity InterestsBorrower; provided, provided that Borrower may (i) Holdings may convert through a cashless exercise any of its convertible securities into other securities that do not constitute Disqualified Equity Interests pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted by the terms of this Agreement and the Pari Passu Intercreditor Agreement then in effect, (ii) Holdings may pay cash in lieu of the issuance of fractional shares provided that the aggregate amount of all such payments does not exceed Two Hundred Fifty Thousand Dollars ($250,000), (iii) pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsstock, (iiiiv) Holdings may repurchase the stock stock, partnership, membership, or other ownership interest or other equity securities of current or former employees employees, directors or consultants of Holdings or its Subsidiaries pursuant to stock repurchase agreements so long as no Default or an Event of Default exists does not exist at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided, provided that the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) per fiscal yearyear (or in any amount where the consideration for such repurchase is the cancellation of Indebtedness under non-cash loans to current or former employees, (iv) subsidiaries officers, managers, directors, or consultants relating to the purchase of Holdings may make distributions capital stock of Borrower pursuant to any Loan Partyequity purchase plans or equity compensation arrangements approved by the Board), (v) any Loan Party may make a distribution purchases of capital stock deemed to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions occur in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise connection with the Administrative Agent)exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations, and (vi) make other dividends, distributions, redemptions or repurchases so long as the Loan Parties may make any distribution in accordance with Section 6.22, aggregate amount of all such purchases does not exceed Two Hundred Fifty Thousand Dollars (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viii) Holdings may withhold or repurchase shares of common stock issued by Holdings in connection with withholding taxes related thereto$250,000); or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, so other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respectsPermitted Investments.

Distributions; Investments. (a) Pay any dividends or make any distribution or payment in respect of, or redeem, retire or purchase any of its Equity Interests; provided, Interests provided that (i) Holdings Borrower Representative may convert through a cashless exercise any of its convertible securities Equity Interests (including warrants) into other securities that do not constitute Disqualified Equity Interests issued by Borrower Representative pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided that such conversion is not restricted (ii) Borrower Representative may convert Subordinated Debt issued by Borrower Representative into Equity Interests issued by Borrower Representative pursuant to the terms of this Agreement such Subordinated Debt and to the Pari Passu Intercreditor Agreement then in effectextent permitted under the terms of the applicable subordination or intercreditor agreement with Bank, (iiiii) Holdings Borrower Representative may pay dividends solely in the form of common Equity Interests that are not Disqualified Equity Interestsof Borrower Representative, (iiiiv) Holdings Borrower Representative may make cash payments in lieu of fractional shares, (v) any Subsidiary may pay dividends or make any other distribution to a Loan Party or another Subsidiary, and (vi) Borrower Representative may repurchase the stock of current or former employees or consultants of Holdings or its Subsidiaries Equity Interests issued by Borrower Representative pursuant to stock repurchase agreements so long as approved by Borrower Representative’s Board, provided that (A) no Default or Event of Default exists at the time of such repurchase and no Event of Default would not exist after giving effect to such repurchase, provided, that result therefrom (B) the aggregate amount of all such repurchases do does not exceed in the aggregate Two Hundred and Fifty Thousand Dollars ($250,000) 250,000 per fiscal year, (iv) subsidiaries of Holdings may make distributions to any Loan Party, (v) any Loan Party may make a distribution to any Loan Party (provided however that distributions from IP Hold-Co shall be limited to distributions in the form of cash, Cash Equivalents, or Equity Interests in the ordinary course of business unless agreed otherwise with the Administrative Agent), (vi) the Loan Parties may make any distribution in accordance with Section 6.22, (vii) the consummation of the De-SPAC Transactions on the terms set forth in the Merger Consent, and (viiiC) Holdings may withhold such payment or repurchase shares of common stock issued by Holdings distribution is permitted under and is made in connection compliance in all material respects with withholding taxes related theretoall applicable laws; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the foregoing, other than Investments in the Dense Air Group existing on the First Restatement Effective Date, in no event shall any Loan Party or Subsidiary directly or indirectly make any Investment after the First Restatement Effective Date in any member of the Dense Air Group other than as it may relate (on a non-cash basis) to a conversion of the current five percent (5%) equity holding of Airspan Communications Limited in Dense Air Limited into an equivalent equity holding, to be held by Airspan Communications Limited or another group company, in Dense Air Holdco or one of its subsidiaries on the Dense Air Conversion Date, provided such transaction substantially complies with the proposal provided to the Secured Parties prior to the Closing Date in all material respects.