Common use of Tax Distributions Clause in Contracts

Tax Distributions. The Managing Member shall cause the Company to make distributions to each Member (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to (i) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.1.

Tax Distributions. The Managing Notwithstanding the foregoing distribution provisions of Section 9.01, to the extent funds are available therefor (as determined by the Board, after taking into account such reserves as the Board determines to be appropriate to accommodate the Company’s business plan, expected expenditures, contingencies and such other factors as the Board may consider in its sole discretion), each Member shall cause the Company be entitled to make receive cumulative cash distributions to each Member (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount sufficient to enable such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to discharge its cumulative U.S. federal, state and local tax liability (excluding interest and penalties) arising as a result of such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely interest in the case Company, determined by assuming the applicability to such Member of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to (i) the product of (A) the highest combined effective marginal combined federal, state, state and local income tax rate applicable to an individual or corporation resident individuals residing in New York, New YorkYork at the time of such distributions taking into account the character of the income. In furtherance of and subject to the foregoing, whichever is higherto the extent the cumulative distributions otherwise paid or payable to a Member pursuant to Section 9.01 are insufficient to cover such tax liabilities, the Company shall make cash distributions (the “Tax Distributions”) in amounts that, when added to the cumulative cash distributions otherwise paid or payable, shall equal such tax liability. The amount of such tax liability shall be calculated taking into account (a) all cumulative Profits, income and gain allocated to such Member under this Agreement, including Profits, income and gain allocated in prior Fiscal Years, but expressly excluding any Code Section 704(c) gain allocated to such Member hereunder, (after giving effect b) the deductibility (to income tax deductions (if allowablethe extent allowed) for of state and local income taxes and excludingfor United States federal income tax purposes, for this purpose(c) all cumulative Losses, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (deductions or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be other losses allocated to such Member for U.S. federal income tax purposes for such Estimated Tax Period under this Agreement, including Losses, deductions or other losses allocated in prior Fiscal Years, and (or portion thereofd) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain character of the Company is higher than estimated)) reducedProfits, but not below zeroincome, by any tax deductioncredits, loss, Losses or credit previously deductions allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax lawMember. Tax Distribution Amounts Distributions made to a Member pursuant to this Section 6.3 9.03 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), debited against such Member’s Capital Account and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and an advance distribution that will reduce on a dollar-for-dollardollar basis the amount of later distributions to such Member pursuant to Section 9.01 or Section 16.03(b). Notwithstanding anything contained herein to the contrary, subsequent distributions the Company may not distribute any amount to a Member under this Agreement for any liability of the Member, whether tax, interest, or penalty, related to (i) the Member’s treating an item on its federal income tax return inconsistent with the treatment of the item on the Company’s annual information return, even if the Member complies with the notification of inconsistent treatment provisions of Code Section 6.16222(b) and (ii) the issuance of Class B Units to such Member, the forfeiture of Class B Units by such Member or another Member or the repurchase of Class B Units from such Member or another Member.

Tax Distributions. The Managing Member Except as otherwise prohibited by applicable law, within ten (10) days following the end of each Tax Estimation Period, Holdings LLC shall cause the Company to make distributions distribute to each Member Unitholder with respect to each Fiscal Quarter to which such Tax Estimation Period relates an amount of cash (a “Tax DistributionsDistribution”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to equals (i) the product of (A) the highest marginal combined federal, state, and local amount of taxable “qualified dividend” income tax rate applicable allocable to an individual or corporation resident each such Unitholder in New York, New York, whichever is higher, respect of such Fiscal Quarter (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction as determined by the Board in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”good faith), and multiplied by (B) the aggregate Applicable Tax Rate applied to “qualified dividend” income plus (ii) (A) the amount of taxable income or gain (other than “qualified dividend” income) allocable to such Unitholder in respect of such Fiscal Quarter (as determined by the Company that is allocated or is estimated to be Board in good faith) (net of taxable Losses (exclusive of “qualified dividend” income) allocated to such Member for U.S. federal income tax purposes for such Estimated Unitholder in respect of any prior Tax Estimation Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes under this clause), multiplied by (B) the Applicable Tax Rate applied to income other than “qualified dividend” income less (iii) the aggregate amount, if any, paid or payable by Holdings LLC on behalf of the calculation of the amount of any Tax Distribution Amount plus (ii) solely such Unitholders with respect to AST SpaceMobilethe applicable Tax Estimation Period on state group or composite income tax returns or as required withholding for the Fiscal Year relating to such Tax Distribution, Inc., with each such Unitholder’s allocable share of taxable income taking into account any reduction in taxable income attributable to the extent the amounts described in clause (i) are not sufficient any basis adjustments with respect to permit AST SpaceMobile, Inc. a Member pursuant to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items Section 743 of the Company and timely meet its obligations Code as a result of Holdings LLC’s election pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding To the foregoingextent a Member would be entitled to a greater distribution pursuant to this Section 4.1(a) based on the taxable income allocated to a Member as shown on the tax returns with respect to a Fiscal Year than the amount actually distributed pursuant to this Section 4.1, final such excess shall be distributed upon the filing of such tax returns to the extent the distribution of such funds of Holdings LLC would not violate applicable law. To the extent a Member has received a distribution pursuant to this Section 4.1(a) (including as a result of the change in the Applicable Tax Rate) in excess of the amount such Member was otherwise entitled based on the taxable income allocated to a Member as shown on the tax returns with respect to a Fiscal Year, such excess shall not affect or be credited against future tax distributions to such Member. A Member’s entitlement to Tax Distributions in with respect to periods prior to the Effective Date shall be determined under the Amended and Restated Agreement or the Original Agreement, as applicable, and made consistent therewith and the provisions of this Section 4.1(a) shall apply to periods subsequent to the Effective Date; provided, that to the extent a Member has received a distribution pursuant to Section 4.1(a) of the applicable quarterly Amended and Restated Agreement or the Original Agreement in excess of the amount such Member was otherwise entitled based on the taxable income allocated to a Member as shown on the tax returns with respect to any period (or portion thereof) prior to the Effective Date, the amount of such excess distribution as set forth on Schedule C hereto shall be made immediately prior considered an advance Distribution of any distribution to and in connection with any distributions made pursuant to which the Member is entitled under Section 12.3 below4.1(b). The Assumed A Tax Rate Distribution shall be the same for all Members, regardless considered an advance Distribution of the actual combined income tax rate of any distribution to which the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions is entitled under Section 6.14.1(b). To the extent Holdings LLC has legally available funds (including any unused availability under any applicable revolving credit facility), it shall draw on such funds to make the distributions required by this Section 4.1(a).

Tax Distributions. The Managing Member shall cause the Company to make distributions (i) With respect to each Member holding Class A Units or Class B Units, the Company shall calculate the excess of (“Tax Distributions”), pro rata in proportion x)(A) the Income Amount allocated or allocable to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal respect to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations Units for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Estimation Period in question and for all preceding Tax Distribution Amount” for a Member for an Estimated Estimation Periods, if any, within the taxable year containing such Tax Estimation Period multiplied by (or portion thereof) shall be equal to (iB) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and Rate over (By) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be such taxable year and any Distributions made immediately prior to and in connection such Member with any distributions made respect to such Units pursuant to Section 12.3 below. The Assumed 4.01(a) and Section 4.02, with respect to the Tax Rate shall be Estimation Period in question and any previous Tax Estimation Period falling in the same for all Memberstaxable year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, regardless of however, that the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, may make adjustments in its reasonable discretiondiscretion to reflect transactions occurring during the taxable year; provided, equitable adjustments (downward (but not below zero) or upward) further, that in the case of the Managing Member, the “Member’s Required Tax Distribution” shall be increased to the Members’ extent that the payment obligations of the Managing Member under the Tax Distributions Receivable Agreement with respect to any Tax Estimation Period exceed the Managing Member’s available cash (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take taking into account increases its obligations or decreases in reserves for the number payment of Common taxes, liabilities, expenses, and other corporate purposes). For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member holding Class A Units held by each or Class B Units, the net taxable income of the Company allocated or allocable to such Member during with respect to such Units for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement, but including for the relevant period. All Tax Distributions avoidance of doubt any income allocated or allocable to a Member pursuant to Section 704(c) of the Code); provided, however, that net taxable income shall be treated for all purposes under this Agreement determined without regard to any special adjustment of tax items as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions a result of any election under Section 6.1754 of the Code, including any adjustment pursuant to Section 734 and 743 of the Code.

Tax Distributions. The Managing Member shall cause (a) Within fifteen (15) days following the end of each Tax Estimation Period, the Company to make distributions shall distribute to each Member (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount in cash equal to the excess of (i)(A) the Income Amount allocated or allocable to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Estimation Period in question and for all preceding Tax Distribution Amount” for a Member for an Estimated Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (or portion thereof) shall be equal to (iB) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and Rate over (Bii) the aggregate amount of any Distributions made to such Member pursuant to Section 5.1(a) or (b) as applicable, with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (i)(A) (amounts distributed pursuant to this Section 5.2(a) are herein referred to as “Tax Distributions”. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, an amount, if positive, equal to the net taxable income or gain of the Company that is allocated or is estimated to be allocated allocable to such Member for U.S. federal income tax purposes for such Estimated Tax Estimation Period (excluding any allocations of income or portion thereof) and all prior Estimated Tax Periods (gain to the extent no Tax Distribution has previously been made a Member with respect to any amounts of compensation, interest or other amount properly treated as a guaranteed payment to such Member for federal income tax purposes), minus any net taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain loss of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, allocated or credit previously allocated allocable to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., prior Taxable Year to the extent the amounts described Board of Managers determines in clause good faith after consulting with such Member that such net taxable loss (i) are not sufficient is usable by such Member to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items offset net taxable income of the Company and timely meet its obligations pursuant allocated or allocable to such Member for the current Tax Receivable Agreement, any incremental amount required Estimation Period (or would be so usable if such net taxable loss had not been previously used by such Member to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to offset the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to net taxable income made pursuant from other sources) and (ii) has not previously been determined to Sections 734(b), 743(b), and 754 be usable by such Member to offset net taxable income of the CodeCompany allocated or allocable to such Member for any prior Tax Estimation Period. Notwithstanding For purposes of calculating the foregoingIncome Amount for a Member in any Tax Estimation Period or a net taxable loss for a Member in any prior Taxable Year, final Tax Distributions remedial allocations of income or gain in respect of the applicable quarterly period (or portion thereofClass C Units attributable to the use of the “Remedial Method” within the meaning of Treasury Regulations Section 1 .704-3(d) as contemplated by the UPA shall be made immediately prior to and taken into account; provided, however, (i) remedial allocations of loss or deduction in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless respect of the actual combined income tax rate Class A Units and Class B Units attributable to the use of the Member “Remedial Method” within the meaning of Treasury Regulations Section 1 .704-3(d) as contemplated by the UPA and (ii) allocations of loss or its direct or indirect owners. The Managing Member shall make, deduction in its reasonable discretion, equitable adjustments (downward (but not below zerorespect of Class A Units and Class B Units attributable to “Amortizable Section 197 Intangibles,” within the meaning of Section 197(c) or upward) of the Code that were contributed by the holders of Class A Units and Class B Units to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases Company in the number of Common Units held transactions contemplated by each Member during the relevant period. All Tax Distributions UPA, shall not be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.1taken into account.

Tax Distributions. The Managing Member Company shall cause the Company to make distributions distribute to each Member (“Tax Distributions”), pro rata in proportion with respect to each Member’s respective Percentage Interests in an amount such that fiscal quarter following the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis Effective Time amounts at least five two (52) days Business Days prior to the date on which any estimated tax payments U.S. federal income taxes are due, in order to permit due such that each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for receives an Estimated Tax Period (or portion thereof) shall be amount at least equal to (i) the product of (A) the amount of net taxable income allocable to such Member in respect of such fiscal quarter reduced by allocable losses (including losses allocable to any predecessor of such Member) for prior periods following the Effective Time not previously taken into account pursuant to this Section 2.1(b), as reasonably estimated by the Company, multiplied by (B) an assumed tax rate equal to the highest marginal combined federal, state, state and local income tax rate applicable to an individual or corporation resident in residents of New YorkYork City at the relevant time, New York, whichever is higher, (after giving effect as adjusted to income tax take into account deductions reasonably expected to be available under Section 199A of the Code and the ability (if allowableany) for to deduct state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes purposes, reduced by any credits reasonably expected to be available (including credits for such Estimated Tax Period (or portion thereof) FICA taxes, foreign tax credits, and state and local credits for unincorporated business taxes), all prior Estimated Tax Periods (to as determined in good faith by the extent no Tax Distribution has previously been made Company’s partnership representative; provided, however, that with respect to any amounts of taxable income period in which TAO has no direct or gain including to indirect owners who are individuals, the extent such amounts of taxable income or gain were not taken assumed tax rate shall be based upon the corporate tax rate, taking into account reasonable assumptions as to state and local rates and apportionment factors for such fiscal quarter, as determined in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing good faith by the Company’s final tax return for partnership representative; provided, further, that if the applicable taxable year taxable income or gain excess of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient the amount distributable to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns Member for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts fiscal quarter pursuant to this Section 6.3 shall be computed without regard 2.1(b) over (ii) the portion of such amount (if any) attributable to the effect allocation of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions such Member in respect of the applicable quarterly period Preferred Return (or portion thereofsuch excess, the “Common Unit Tax Distribution Amount”) is less than the amount that would have been distributed to such Member had the distribution of the Common Unit Tax Distribution Amount pursuant to this Section 2.1(b) instead been made in accordance with Percentage Shares, then the amount distributed to such Member shall be increased (by increasing the total amount distributed under this Section 2.1(b) without reducing any other Members’ distribution under this Section 2.1(b)) such that the Common Unit Tax Distribution Amount (taking into account such increase) is distributed in accordance with Percentage Shares. Notwithstanding the foregoing provisions of this Section 2.1(b), distributions pursuant to this Section 2.1(b) shall be made immediately prior only to the extent not in violation of any Company Loan Agreement (other than a Company Loan Agreement between the Company and in connection with TAO or any of its Affiliates). To the extent that the full amount of distributions made otherwise required pursuant to this Section 12.3 below. The Assumed Tax Rate 2.1(b) cannot be made as a result of the immediately preceding sentence, distributions shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) made to the Members’ Tax Distributions (but in any event pro rata Members in proportion to the Members’ respective number amounts that would have been due absent the application of Common Units) to take into account increases or decreases in the number immediately preceding sentence, and the remaining portion of Common Units held by each Member during the relevant period. All Tax Distributions any such distributions shall be made promptly after such portion would not result in violation of any such Company Loan Agreement. Any distributions made to a Member pursuant to this Section 2.1(b) shall be (i) treated as an actual distribution for all purposes under this Agreement as advances against, of Section 2.1(c) and shall offset (ii) credited against and reduce dollar-for-dollar, subsequent distributions under amounts subsequently distributable to such Member pursuant to Section 6.12.1(c).

Tax Distributions. The Managing Member shall cause the Company to make distributions (i) With respect to each Member the Company shall calculate the excess of (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that x)(A) the Member with the highest Tax Distribution Income Amount per Common Unit receives an amount equal allocated or allocable to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Estimation Period in question and for all preceding Tax Distribution Amount” for a Member for an Estimated Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (or portion thereof) shall be equal to (iB) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and Rate over (By) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) and Section 4.1(c), with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, however, that the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, (x) any allocation to the TA Members of loss or deduction attributable to depreciation of any asset deemed contributed to the Company by the TA Members pursuant to the deemed asset acquisition pursuant to the Original Purchase Agreement and the provisions related thereto in the Original Purchase Agreement, (y) any allocation of loss or deduction to the TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Regulations Section 1.704‑3(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) and (z) any income or gain of the Company that is allocated or is estimated Members prior to, or arising in connection with, the formation of the Company as a partnership for income tax purposes, in each case, shall not be taken into account but, for the avoidance of doubt, any allocation of income or gain to Members other than TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Section 1.704‑3(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) shall be taken into account. In addition, any applicable adjustment to the basis of partnership property required to be allocated made (x) in connection with the 2018 Purchase Agreement under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, with respect to such Member for U.S. federal income tax purposes for such Estimated Tax Period the Carlyle Members, or (y) with respect to Intermediate Holdings under Section 743(b) of the Code in connection with an Exchange or portion thereofwith any transaction undertaken in connection with the IPO, in the case of clause (y) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, permitted by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account obligations in respect of indebtedness for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items borrowed money of the Company and timely meet its obligations pursuant Subsidiaries, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such other Member, an aggregate amount of cash sufficient to provide each such other Member with a distribution at least equal to such other Member’s Required Tax Receivable AgreementDistribution (provided that notwithstanding the foregoing, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant the Members shall only receive distributions in respect of their Class P Units or LTIP Units to the extent of their Member’s Required Tax Receivable Agreement Distribution for such period in respect of such Class P Units or LTIP Units (i.e., which may not result in a pro rata distribution in respect of the Class P Units or the LTIP Units, as applicable), and shall not receive any amount in excess of such amount in respect of their Class P Units or LTIP Units, as applicable) (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts amounts distributed pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b4.1(e), 743(b“Tax Distributions”), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Any Tax Distributions shall be treated for in all purposes under this Agreement respects as advances againstagainst future distributions pursuant to Section 4.1(a); provided that, and any Tax Distributions made with respect to Class P Units or LTIP Units which subsequently convert into Class A Common Units pursuant to Section 3.2(b) shall offset and reduce dollar-for-dollarbe treated in all respects as advances against any such future distributions made with respect to such Class P Units or LTIP Units, subsequent distributions under Section 6.1as applicable.

Tax Distributions. The Managing Member Except as otherwise prohibited by applicable law, within ten (10) days following the end of each Tax Estimation Period, Holdings LLC shall cause the Company to make distributions distribute to each Member Unitholder with respect to each Fiscal Quarter to which such Tax Estimation Period relates an amount of cash (a “Tax DistributionsDistribution”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to equals (i) the product of (A) the highest marginal combined federal, state, and local amount of taxable “qualified dividend” income tax rate applicable allocable to an individual or corporation resident each such Unitholder in New York, New York, whichever is higher, respect of such Fiscal Quarter (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction as determined by the Board in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”good faith), and multiplied by (B) the aggregate Applicable Tax Rate applied to “qualified dividend” income plus (ii) (A) the amount of taxable income or gain (other than “qualified dividend” income) allocable to such Unitholder in respect of such Fiscal Quarter (as determined by the Company that is allocated or is estimated to be Board in good faith) (net of taxable Losses (exclusive of “qualified dividend” income) allocated to such Member for U.S. federal income tax purposes for such Estimated Unitholder in respect of any prior Tax Estimation Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes under this clause), multiplied by (B) the Applicable Tax Rate applied to income other than “qualified dividend” income less (iii) the aggregate amount, if any, paid or payable by Holdings LLC on behalf of the calculation of the amount of any Tax Distribution Amount plus (ii) solely such Unitholders with respect to AST SpaceMobilethe applicable Tax Estimation Period on state group or composite income tax returns or as required withholding for the Fiscal Year relating to such Tax Distribution, Inc., with each such Unitholder’s allocable share of taxable income taking into account any reduction in taxable income attributable to the extent the amounts described in clause (i) are not sufficient any basis adjustments with respect to permit AST SpaceMobile, Inc. a Member pursuant to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items Section 743 of the Company and timely meet its obligations Code as a result of Holdings LLC’s election pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding To the foregoingextent a Member would be entitled to a greater distribution pursuant to this Section 4.1(a) based on the taxable income allocated to a Member as shown on the tax returns with respect to a Fiscal Year than the amount actually distributed pursuant to this Section 4.1, final such excess shall be distributed upon the filing of such tax returns to the extent the distribution of such funds of Holdings LLC would not violate applicable law. From and after July 31, 2014, to the extent a Member receives a distribution pursuant to this Section 4.1(a) (including as a result of the change in the Applicable Tax Rate) in excess of the amount such Member was otherwise entitled based on the taxable income allocated to a Member as shown on the tax returns with respect to a Fiscal Year, such excess shall reduce the amount of future distributions to which the Member is otherwise entitled under this Section 4.1(a) until such excess has been eliminated. A Member’s entitlement to Tax Distributions with respect to periods prior to July 31, 2014 shall be determined under this Agreement (as amended prior to July 31, 2014), the Amended and Restated Agreement or the Original Agreement, as applicable, and made consistent therewith, and the provisions of this Section 4.1(a) shall apply to periods subsequent to July 31, 2014; provided, that to the extent a Member has received a distribution pursuant to Section 4.1(a) of this Agreement (as amended prior to July 31, 2014), the Amended and Restated Agreement or the Original Agreement, as applicable, in respect excess of the applicable quarterly amount such Member was otherwise entitled based on the taxable income allocated to a Member as shown on the tax returns with respect to any period (or portion thereof) prior to July 31, 2014, the amount of such excess distribution, as set forth on Schedule C hereto, shall be made immediately prior considered an advance Distribution of any distribution to which the Member is entitled under Section 4.1(b). From and in connection with any distributions made pursuant to Section 12.3 below. The Assumed after July 31, 2014, a Tax Rate Distribution shall be the same for all Members, regardless considered an advance Distribution of the actual combined income tax rate of any distribution to which the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions is entitled under Section 6.14.1(b). To the extent Holdings LLC has legally available funds (including any unused availability under any applicable revolving credit facility), it shall draw on such funds to make the distributions required by this Section 4.1(a).”

Tax Distributions. The Company shall (subject to the Company having available cash, as determined by the Managing Member shall cause in its discretion) make Distributions of cash among the Company to make distributions holders of Class A Common Units, as follows: with respect to each Member the Company shall calculate the excess of (x)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) and Section 4.1(c), with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”). For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income and gain of the Company allocated or allocable to such Member for such Tax Estimation Period (including any taxable income realized by PubCo in connection with holding Units in the Company). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, any applicable adjustment to the basis of partnership property required to be made under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to each Member its Member’s Required Tax Distribution (with amounts distributed pursuant to this Section 4.1(d), “Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to (i) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Any Tax Distributions shall be treated for in all purposes under respects as offsets against future Distributions pursuant to this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.1Agreement.

Tax Distributions. The Managing Member shall cause (i) With respect to each Fiscal Year, to the extent the Company has available cash for distribution by the Company under the Delaware Act and subject to any applicable agreement to which the Company or any of its Subsidiaries is a party governing the terms of third party indebtedness for borrowed money, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries and to prevent their insolvency (such limitations, the “Liquidity Limitations”), the Company shall, to the extent permitted by applicable Law, make cash distributions to each Member (“Tax Distributions”), pro rata in proportion ) to each Member’s respective Percentage Interests Member (including, for the avoidance of doubt, any holders of Incentive Units) in an amount such that accordance with, and to the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to extent of, such Member’s Assumed Tax Distribution Amount, Liability. Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis at least five (5) days prior and, to the date extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution and an estimate of the Company’s net taxable income allocable to each Member for such period) on which any a quarterly basis on April 15th, June 15th, September 15th and December 15th (or such other dates that allow for timely payment of quarterly estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to (i) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes by both individuals and corporations, as determined by the Manager) (each, a “Quarterly Tax Distribution”); provided that, the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the current Fiscal Year based on four equal quarterly installments, which may be adjusted for updated quarterly estimations. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Estimated Tax Period Fiscal Year based on such final accounting shall promptly be distributed to such Member (or portion thereof) and all prior Estimated Tax Periods (subject to the extent no Liquidity Limitations). For the avoidance of doubt, any excess Tax Distribution has previously been made Distributions a Member receives with respect to any amounts of taxable income or gain including Fiscal Year shall reduce future Tax Distributions otherwise required to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously be made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.1Fiscal Year.

Tax Distributions. The Managing Member General Partner shall cause the Company Partnership to make distributions to each Member Partner holding Common Equivalent Units (“Tax Distributions”), pro rata in proportion to each Member’s the Partners’ respective Percentage Interests ownership of Common Equivalent Units, in an amount such that the Member Partner with the highest Tax Distribution Amount per Per Common Equivalent Unit receives an amount equal to such MemberPartner’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member Partner to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member Partner for an Estimated Tax Period (or portion thereof) shall be equal to the sum of (ia) the product of (Ai) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, or San Francisco, California, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Code Section 199A of the Code199A) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (Bii) the aggregate amount of taxable income or gain of the Company Partnership that is allocated or is estimated to be allocated to such Member Partner for U.S. federal income tax purposes (including, for the avoidance of doubt, any income allocation to a Partner with respect to Preferred Units held by such Partner) for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the CompanyPartnership’s final tax return for the applicable taxable year taxable income or gain of the Company Partnership is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member Partner and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount Amount, plus (iib) solely with respect to AST SpaceMobile, Inc.the General Partner, to the extent the amounts described in clause (ia) are not sufficient to permit AST SpaceMobile, Inc. the General Partner to timely pay its actual U.S. federal, state, local, the income and foreign other tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreementfor which it remains responsible under Section 7.4.B (final sentence), any incremental amount required to permit AST SpaceMobile, Inc. the General Partner to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company Partnership tax returns and General Partner tax returns for each applicable taxable year). The Managing Member General Partner may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 5.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Code Sections 734(b), 743(b), and 754 of the Code754. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 5.5 below. The Assumed Tax Rate shall be the same for all MembersPartners, regardless of the actual combined income tax rate of the Member Partner or its direct or indirect owners. The Managing Member General Partner shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the MembersPartners’ Tax Distributions (but in any event pro rata in proportion to the MembersPartners’ respective number of Common Equivalent Units) to take into account increases or decreases in the number of Common Partnership Units held by each Member Partner during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, current or subsequent distributions under Section 6.1.5.1 in respect of Common Equivalent Units. 52 of 125

Tax Distributions. The Managing Member Except as otherwise prohibited by applicable law, within ten (10) days following the end of each Tax Estimation Period, Holdings LLC shall cause the Company to make distributions distribute to each Unitholder and Member Warrantholder with respect to each Fiscal Quarter to which such Tax Estimation Period relates an amount of cash (a “Tax DistributionsDistribution”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to equals (i) the product of (A) the highest marginal combined federal, state, and local amount of taxable “qualified dividend” income tax rate applicable allocable to an individual each such Unitholder or corporation resident Member Warrantholder in New York, New York, whichever is higher, respect of such Fiscal Quarter (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction as determined by the Board in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”good faith), and multiplied by (B) the aggregate Applicable Tax Rate applied to “qualified dividend” income plus (ii) (A) the amount of taxable income (other than “qualified dividend” income) allocable to such Unitholder or gain Member Warrantholder in respect of such Fiscal Quarter (as determined by the Company that is allocated or is estimated to be Board in good faith) (net of taxable Losses (exclusive of “qualified dividend” income) allocated to such Unitholder or Member for U.S. federal income tax purposes for such Estimated Warrantholder in respect of any prior Tax Estimation Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes under this clause), multiplied by (B) the Applicable Tax Rate applied to income other than “qualified dividend” income less (iii) the aggregate amount, if any, paid or payable by Holdings LLC on behalf of the calculation of the amount of any Tax Distribution Amount plus (ii) solely such Unitholders and Member Warrantholders with respect to AST SpaceMobilethe applicable Tax Estimation Period on state group or composite income tax returns or as required withholding for the Fiscal Year relating to such Tax Distribution, Inc.with each such Unitholder’s and Member Warrantholder’s allocable share of taxable income taking into account any reduction in taxable income attributable to any basis adjustments with respect to a Member or Member Warrantholder, as applicable, pursuant to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items Section 743 of the Company and timely meet its obligations Code as a result of Holdings LLC’s election pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding To the foregoingextent a Member or Member Warrantholder would be entitled to a greater distribution pursuant to this Section 4.1(a) based on the taxable income allocated to a Member or Member Warrantholder as shown on the tax returns with respect to a Fiscal Year than the amount actually distributed pursuant to this Section 4.1, final such excess shall be distributed upon the filing of such tax returns to the extent the distribution of such funds of Holdings LLC would not violate applicable law. From and after July 31, 2014, to the extent a Member or Member Warrantholder receives a distribution pursuant to this Section 4.1(a) (including as a result of the change in the Applicable Tax Rate) in excess of the amount such Member or Member Warrantholder was otherwise entitled based on the taxable income allocated to a Member or Member Warrantholder as shown on the tax returns with respect to a Fiscal Year, such excess shall reduce the amount of future distributions to which the Member or Member Warrantholder is otherwise entitled under this Section 4.1(a) until such excess has been eliminated. A Member’s or Member Warrantholder’s entitlement to Tax Distributions with respect to periods prior to July 31, 2014 shall be determined under this Agreement (as amended prior to July 31, 2014), the Amended and Restated Agreement or the Original Agreement, as applicable, and made consistent therewith, and the provisions of this Section 4.1(a) shall apply to periods subsequent to July 31, 2014; provided, that to the extent a Member or Member Warrantholder has received a distribution pursuant to Section 4.1(a) of this Agreement (as amended prior to July 31, 2014), the Amended and Restated Agreement or the Original Agreement, as applicable, in respect excess of the applicable quarterly amount such Member or Member Warrantholder was otherwise entitled based on the taxable income allocated to a Member or Member Warrantholder as shown on the tax returns with respect to any period (or portion thereof) prior to July 31, 2014, the amount of such excess distribution, as set forth on Schedule C hereto, shall be made immediately prior considered an advance Distribution of any distribution to which the Member is entitled under Section 4.1(b). From and in connection with any distributions made pursuant to Section 12.3 below. The Assumed after July 31, 2014, a Tax Rate Distribution shall be the same for all Members, regardless considered an advance Distribution of the actual combined income tax rate of any distribution to which the Member or its direct or indirect owners. The Managing (including any Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zeroWarrantholder who exercises any Warrants) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions is entitled under Section 6.14.1(b). To the extent Holdings LLC has legally available funds (including any unused availability under any applicable revolving credit facility), it shall draw on such funds to make the distributions required by this Section 4.1(a).”

Tax Distributions. The Managing Member shall cause the Company to make distributions to each Member (“Tax Distributions”), pro rata in proportion i) With respect to each Member’s respective Percentage Interests in an amount such that , the Member with Company shall calculate the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five excess of (5x) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to (i) the product of (A) the highest marginal combined federalIncome Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, stateif any, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, within the Taxable Year containing such Tax Estimation Period multiplied by (after giving effect to income tax deductions (if allowableB) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and Rate over (By) the aggregate amount of taxable income or gain all prior Tax Distributions in respect of the Company that is allocated or is estimated to be allocated such Taxable Year and any Distributions made to such Member for U.S. federal income tax purposes for such Estimated pursuant to Section 4.1(b) with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (or portion thereofx) and all prior Estimated (A) (the amount so calculated pursuant to this sentence is herein referred to as a “Required Tax Periods (Distribution Amount”); provided, however, that the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year, provided further that to the extent no permitted under the Credit Agreements, the Required Tax Distribution has previously been made Amount with respect to any amounts of taxable income or gain including PubCo shall in no event be less than an amount that will enable PubCo to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final meet both its tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member obligations and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreements for the relevant Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any incremental amount required Member, the net taxable income of the Company allocated or allocable to permit AST SpaceMobile, Inc. such Member for such Tax Estimation Period (excluding any compensation paid to timely pay such actual tax liabilities a Member outside of this Agreement and timely meet its obligations pursuant any guaranteed payments paid to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable yeara Member). The Managing Member may adjust For purposes of computing the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 Income Amount, taxable income shall be computed determined (i) without regard to any adjustments under Sections 732(d), 734(b) and 743(b) of the effect of any special basis adjustments or resulting Code, (ii) by including adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 in respect of Section 704(c) of the Code. Notwithstanding , (iii) by accounting for any limitations imposed on the foregoingdeductibility of expenses and other items, final Tax Distributions in respect and (iv) by reducing such taxable income by taxable losses of the applicable quarterly period Company allocated to such Member for taxable periods (or portion portions thereof) shall beginning after the date hereof to the extent that such losses are of a character (ordinary or capital) that would permit the losses to be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be deducted by such Member against the same for all Members, regardless current taxable income of the actual combined income tax rate of Company allocable to the Member or its direct or indirect owners. The Managing Member shall makefor such Tax Estimation Period, in its reasonable discretionare otherwise available to be utilized, equitable adjustments (downward (but and have not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take previously been taken into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.1.determining such Member’s Income

Tax Distributions. The Managing Member shall cause (i) Unless otherwise determined by the Board in its reasonable discretion, within fifteen (15) days following the end of each Tax Estimation Period, the Company to make distributions shall distribute to each Member an amount in cash equal to the excess of (x)(A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(a), with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (amounts distributed pursuant to this Section 4.1(b) are herein referred to as “Tax Distributions”). For purposes of this Agreement, pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Income Amount” for a Member for Tax Estimation Period shall equal, with respect to any Member, an Estimated Tax Period (or portion thereof) shall be amount, if positive, equal to (i) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of net taxable income or gain of the Company that is allocated or is estimated to be allocated allocable to such Member for U.S. federal such Tax Estimation Period (excluding any guaranteed payments for services or any other compensation paid to a Member outside of this Agreement), minus any net taxable loss of the Company allocated or allocable to such Member for any prior Tax Estimation Period to the extent the Board determines in good faith after consulting with such Member that such net taxable loss (x) is usable by such Member to offset net taxable income tax purposes of the Company allocated or allocable to such Member for such Estimated the current Tax Estimation Period (or portion thereofwould be so usable if such net taxable loss had not been previously used by such Member to offset the net taxable income from other sources) and all prior Estimated Tax Periods (to the extent no Tax Distribution y) has not previously been made determined to be usable by such Member to offset net taxable income of the Company allocated or allocable to such Member for any prior Tax Estimation Period. For purposes of calculating the Income Amount for a Member with respect to any amounts Tax Estimation Period or a net taxable loss for a Member in any prior Taxable Year, any allocation of taxable income or gain including to income, gain, loss and deduction under Section 704(c) of the extent such amounts of taxable income or gain were not Code shall be taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax lawaccount. Tax Distribution Amounts Distributions pursuant to this Section 6.3 4.1(b) shall be computed without regard to the effect treated as advances of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(bDistributions under Section 4.1(a), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (shall reduce or portion thereof) shall be made immediately prior to and in connection with any distributions made offset amounts otherwise distributable pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.14.1(a).

Tax Distributions. The Managing Member shall cause the Company to make distributions (i) With respect to each Member the Company shall calculate the excess of (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that x)(A) the Member with the highest Tax Distribution Income Amount per Common Unit receives an amount equal allocated or allocable to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Estimation Period in question and for all preceding Tax Distribution Amount” for a Member for an Estimated Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (or portion thereof) shall be equal to (iB) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and Rate over (By) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) and Section 4.1(c), with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, however, that the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, (x) any allocation to the TA Members of loss or deduction attributable to depreciation of any asset deemed contributed to the Company by the TA Members pursuant to the deemed asset acquisition pursuant to the Original Purchase Agreement and the provisions related thereto in the Original Purchase Agreement, (y) any allocation of loss or deduction to the TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Regulations Section 1.7043(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) and (z) any income or gain of the Company that is allocated or is estimated Members prior to, or arising in connection with, the formation of the Company as a partnership for income tax purposes, in each case, shall not be taken into account but, for the avoidance of doubt, any allocation of income or gain to Members other than TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Section 1.7043(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) shall be taken into account. In addition, any applicable adjustment to the basis of partnership property required to be allocated made (x) in connection with the 2018 Purchase Agreement under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, with respect to such Member for U.S. federal income tax purposes for such Estimated Tax Period the Carlyle Members, or (y) with respect to Intermediate Holdings under Section 743(b) of the Code in connection with an Exchange or portion thereofwith any transaction undertaken in connection with the IPO, in the case of clause (y) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made permitted by any obligations in respect of indebtedness for borrowed money of the Company or its Subsidiaries, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to any amounts each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of taxable income or gain including each Tax Estimation Period, the Company shall distribute to the extent Members pro rata based upon the number of Units held by each such amounts other Member, an aggregate amount of taxable income or gain were not taken into account in calculating the cash sufficient to provide each such other Member with a distribution at least equal to such other Member’s Required Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts amounts distributed pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b4.1(e), 743(b“Tax Distributions”), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Any Tax Distributions shall be treated for in all purposes under this Agreement respects as advances against, and shall offset and reduce dollar-for-dollar, subsequent against future distributions under pursuant to Section 6.14.1(a).

Tax Distributions. The Managing Member shall cause the Company to make distributions (i) With respect to each Member the Company shall calculate the excess of (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that x)(A) the Member with the highest Tax Distribution Income Amount per Common Unit receives an amount equal allocated or allocable to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Estimation Period in question and for all preceding Tax Distribution Amount” for a Member for an Estimated Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (or portion thereof) shall be equal to (iB) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and Rate over (By) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) and Section 4.1(c), with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”); provided, however, that the Managing Member may make adjustments in its reasonable discretion to reflect transactions occurring during the Taxable Year. For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, (x) any allocation to the TA Members of loss or deduction attributable to depreciation of any asset deemed contributed to the Company by the TA Members pursuant to the deemed asset acquisition pursuant to the Original Purchase Agreement and the provisions related thereto in the Original Purchase Agreement, (y) any allocation of loss or deduction to the TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Regulations Section 1.704‑3(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) and (z) any income or gain of the Company that is allocated or is estimated Members prior to, or arising in connection with, the formation of the Company as a partnership for income tax purposes, in each case, shall not be taken into account but, for the avoidance of doubt, any allocation of income or gain to Members other than TA Members as a result of the use of the “remedial method” of allocations within the meaning of Treasury Section 1.704‑3(d) as contemplated by the Original Purchase Agreement and pursuant to Section 4.4(b) shall be taken into account. In addition, any applicable adjustment to the basis of partnership property required to be allocated made (x) in connection with the 2018 Purchase Agreement under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, with respect to such Member for U.S. federal income tax purposes for such Estimated Tax Period the Carlyle Members, or (y) with respect to Intermediate Holdings under Section 743(b) of the Code in connection with an Exchange or portion thereofwith any transaction undertaken in connection with the IPO, in the case of clause (y) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made permitted by any obligations in respect of indebtedness for borrowed money of the Company or its Subsidiaries, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to any amounts each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of taxable income each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such other Member, an aggregate amount of cash sufficient to provide each such other Member with a distribution at least equal to such other Member’s Required Tax Distribution (provided that notwithstanding the foregoing, the Members shall only receive distributions in respect of their Class P Units or gain including LTIP Units to the extent such amounts of taxable income or gain were not taken into account in calculating the their Member’s Required Tax Distribution Amount for such period in respect of such Class P Units or LTIP Units (i.e., which may not result in a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain pro rata distribution in respect of the Company is higher than estimatedClass P Units or the LTIP Units, as applicable)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items shall not receive any amount in excess of the Company and timely meet its obligations pursuant to the Tax Receivable Agreementsuch amount in respect of their Class P Units or LTIP Units, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement as applicable) (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts amounts distributed pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b4.1(e), 743(b“Tax Distributions”), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Any Tax Distributions shall be treated for in all purposes under this Agreement respects as advances againstagainst future distributions pursuant to Section 4.1(a); provided that, and any Tax Distributions made with respect to Class P Units or LTIP Units which subsequently convert into Class A Common Units pursuant to Section 3.2(b) shall offset and reduce dollar-for-dollar, subsequent be treated in all respects as advances against any such future distributions under Section 6.1made with respect to such Class A Common Units.

Tax Distributions. The Managing Member shall cause the Company to make distributions (i) With respect to each Member the Company shall calculate the excess of (x) (A) the Income Amount allocated or allocable to such Member for the Tax Estimation Period in question and for all preceding Tax Estimation Periods, if any, within the Taxable Year containing such Tax Estimation Period multiplied by (B) the Assumed Tax Rate over (y) the aggregate amount of all prior Tax Distributions in respect of such Taxable Year and any Distributions made to such Member pursuant to Section 4.1(b) and Section 4.1(c), with respect to the Tax Estimation Period in question and any previous Tax Estimation Period falling in the Taxable Year containing the applicable Tax Estimation Period referred to in (x)(A) (the amount so calculated pursuant to this sentence is herein referred to as a “Member’s Required Tax Distribution”). For purposes of this Agreement, the “Income Amount” for a Tax Estimation Period shall equal, with respect to any Member, the net taxable income and gain of the Company allocated or allocable to such Member for such Tax Estimation Period (excluding any compensation paid to a Member outside of this Agreement). For the purpose of calculating the Income Amount for a Member in any Tax Estimation Period, any applicable adjustment to the basis of partnership property required to be made under Section 743 of the Code, including as a result of an election by the Company under Section 754 of the Code, shall not be taken into account. Except as provided in the preceding sentence, the Income Amount with respect to each Member shall otherwise be determined in accordance with Section 4.4 hereof. Within fifteen (15) days following the end of each Tax Estimation Period, the Company shall distribute to the Members pro rata based upon the number of Units held by each such other Member, an amount per Unit equal to the greatest result obtained by dividing each Member’s Required Tax Distribution by the number of Units held by such Member (provided that notwithstanding the foregoing, the Members shall only receive distributions in respect of their LTIP Units to the extent of their Member’s Required Tax Distribution for such period in respect of such LTIP Units (i.e., which may not result in a pro rata distribution in respect of the LTIP Units), and shall not receive any amount in excess of such amount in respect of their LTIP Units) (with amounts distributed pursuant to this Section 4.1(d), “Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an amount equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to (i) the product of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount of taxable income or gain of the Company that is allocated or is estimated to be allocated to such Member for U.S. federal income tax purposes for such Estimated Tax Period (or portion thereof) and all prior Estimated Tax Periods (to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account for purposes of the calculation of the amount of any Tax Distribution Amount plus (ii) solely with respect to AST SpaceMobile, Inc., to the extent the amounts described in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 of the Code. Notwithstanding the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Any Tax Distributions shall be treated for in all purposes under respects as offsets against future distributions pursuant to this Agreement Agreement; provided that, any Tax Distributions made with respect to LTIP Units which subsequently convert into Class A Common Units shall be treated in all respects as advances against, and shall offset and reduce dollar-for-dollar, subsequent offsets against any such future distributions under Section 6.1made with respect to such LTIP Units.

Tax Distributions. The Managing Subject to any restrictions or covenants contained in any loan agreements (including agreements for any Member Loans) or other debt instruments or agreements to which the Company is then a party, the Board shall cause the Company to make distributions of Distributable Cash Flow to the Members pursuant to Section 6.3(a) in respect of each Fiscal Year, in cash, in amounts such that each Member (“Tax Distributions”), pro rata in proportion to each Member’s respective Percentage Interests in an amount such that the Member with the highest Tax Distribution Amount per Common Unit receives an aggregate amount of distributions at least equal to such Member’s Tax Distribution Amount, on a quarterly basis at least five (5) days prior to the date on which any estimated tax payments are due, in order to permit each Member to timely pay its estimated tax obligations for each such Estimated Tax Period (or portion thereof) (and solely in sum of the case of AST SpaceMobile, Inc., to satisfy its obligations under the Tax Receivable Agreement). The “Tax Distribution Amount” for a Member for an Estimated Tax Period (or portion thereof) shall be equal to products obtained by multiplying (i) the product amount of (A) the highest marginal combined federal, state, and local income tax rate applicable to an individual or corporation resident in New York, New York, whichever is higher, (after giving effect to income tax deductions (if allowable) for state and local income taxes and excluding, for this purpose, any reduction in rate attributable to Section 199A of the Code) for such Estimated Tax Period (or portion thereof) (the “Assumed Tax Rate”), and (B) the aggregate amount each item of taxable income or gain of the Company that is for such period (excluding items of income or gain realized as a result of any sale of the Company) allocated to the Member pursuant to this Agreement (an “Allocable Income Item”), reduced by any offsetting items of loss or is estimated to be deduction (of the same character) of the Company allocated to such Member pursuant to this Agreement for U.S. federal income tax purposes for such Estimated Tax Period (or portion thereof) the current and all prior Estimated Tax Periods (periods to the extent no Tax Distribution has previously been made with respect to any amounts of taxable income or gain including to the extent such amounts of taxable income or gain were not taken into account in calculating the Tax Distribution Amount for which a Tax Distribution was previously made (e.g. if upon filing the Company’s final tax return for the applicable taxable year taxable income or gain of the Company is higher than estimated)) reduced, but not below zero, by any tax deduction, loss, or credit previously allocated to such Member and not previously taken into account under this provision, by (ii) the highest combined marginal rate of tax applicable to any Member (or in the case of any Member that is a pass-through entity for purposes tax Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the calculation Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. purposes, any person who is liable for tax with respect to such Allocable Income Item) with respect to such Allocable Income Item, taking into account its character and all applicable federal, state, provincial, local and municipal taxes (the amount to be distributed to each Member pursuant to this provision is referred to as the “Tax Distribution Amount”), as determined by the Board in good faith in consultation with the accounting firm that prepares the federal income tax information return (Form 1065) of the Company for such Fiscal Year. In the event the amount of any Tax Distribution Amount plus (iiDistributable Cash Flow that may be distributed pursuant to Section 6.3(a) solely with respect to AST SpaceMobilea Fiscal Year is less than the Members’ aggregate Tax Distribution Amounts, Inc.distributions shall be made pursuant to this provision only to the extent of the Distributable Cash Flow that may be distributed and the shortfall shall not constitute a debt or other liability of the Company to the Members; provided, however, that such shortfall shall be paid if and to the extent the amounts described Company has Distributable Cash Flow in clause (i) are not sufficient to permit AST SpaceMobile, Inc. to timely pay its actual U.S. federal, state, local, and foreign tax liabilities related to tax items of a subsequent Fiscal Year. The Company shall distribute the Company and timely meet its obligations pursuant to the Tax Receivable Agreement, any incremental amount required to permit AST SpaceMobile, Inc. to timely pay such actual tax liabilities and timely meet its obligations pursuant to the Tax Receivable Agreement (with all Tax Distribution Amounts updated to reflect the final Company tax returns for each applicable taxable year). The Managing Member may adjust the Assumed Tax Rate as it reasonably determines is necessary to take into account the effect of any changes in applicable tax law. Tax Distribution Amounts pursuant to this Section 6.3 shall be computed without regard to the effect Members with respect to any Fiscal Year as soon as practical after the end of any special basis adjustments or resulting adjustments to taxable income made pursuant to Sections 734(b), 743(b), and 754 such Fiscal Year but not later than April 10 of the Codefollowing Fiscal Year. Notwithstanding All tax distributions to the foregoing, final Tax Distributions in respect of the applicable quarterly period (or portion thereof) Members shall be made immediately prior to and in connection with any distributions made pursuant to Section 12.3 below. The Assumed Tax Rate shall be the same for all Members, regardless of the actual combined income tax rate of the Member or its direct or indirect owners. The Managing Member shall make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’ Tax Distributions (but in any event pro rata in proportion to the Members’ their respective number of Common Units) to take into account increases or decreases in the number of Common Units held by each Member during the relevant period. All Tax Distributions shall be treated for all purposes under this Agreement as advances against, and shall offset and reduce dollar-for-dollar, subsequent distributions under Section 6.1Percentage Interests.