AGREEMENT REGARDING OMNIBUS AMENDMENT NO. 3 AGREEMENT
EXHIBIT 10.29
AGREEMENT REGARDING OMNIBUS AMENDMENT NO. 3 AGREEMENT
This Agreement Regarding Omnibus Amendment No. 3 Agreement (this “Agreement”) is dated as of January 22, 2024 (the “Effective Date”) and entered into by Astra Space, Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto (together with the Company and each other subsidiary of the Company from time to time, collectively, the “Note Parties” and each a “Note Party”), and each of the undersigned Holders (as defined below).
WHEREAS, pursuant to Section 4(cc) of the Financing Agreement, the Company agreed to use reasonable best efforts to cause to, as promptly as practicable, and in any case no later than the earlier to occur of (i) one hundred eighty days (180 days) after November 6, 2023, or (ii) the Stockholder Meeting to cause to be presented to the Company’s stockholders for the approval at such meeting, and recommend the approval of the Requisite Stockholder Approvals.
WHEREAS, the Requisite Stockholder Approvals means the Requisite 5635(b) Stockholder Approval and the Requisite 5635(d) Stockholder Approval.
WHEREAS, pursuant to Nasdaq Listing Rule 5635(c), stockholder approval is also required with respect to the issuance of shares of Common Stock pursuant to the Notes and the Warrants to the Xxxx Trust and Dr. London (the “Requisite 5635(c) Stockholder Approval”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
[Remainder of the page left intentionally blank. Signature pages to follow.]
HOLDERS:
JMCM HOLDINGS LLC
By:
/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Manager
SHERPAVENTURES FUND II, LP
By: SherpaVentures Fund II GP, LLC, Its
General Partner
By:
/s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Partner
XXXX X. LONDON
/s/ Xxxx Xxxxxx
Xxxx X. London
XXXXX XXXX LIVING TRUST,
DATED FEBRUARY 10, 2021
By:
/s/ Xxxxx Xxxx
Name: Xxxxx X. Xxxx
Title: Trustee
MH ORBIT LLC
By: /s/ Xxxxx Xxxxxx_____________________
Name: Xxxxx Xxxxxx
Title: Manager
RBH VENTURES ASTRA SPV, LLC
By: RBH Ventures, Ltd., Its: Manager
By: Synchronicity Holdings, LLC,
general partner of the Manager
By: /s/ Xxxxxx Xxxxxxx Xxxxx______________
Name: Xxxxxx Xxxxxxx Xxxxx
Title: Managing Member
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed and made effective as of the Effective Date.
By:
/s/ Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Chief Financial Officer
ASTRA SPACE OPERATIONS, LLC
By:
/s/ Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Chief Financial Officer
APOLLO FUSION, LLC
By:
/s/ Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Chief Financial Officer
INDIGO SPACE, LLC
By:
/s/ Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Chief Financial Officer
ASTRA SPACE PLATFORM HOLDINGS LLC
By:
/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
ASTRA SPACE PLATFORM SERVICES LLC
By:
/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
ASTRA EARTH OPERATIONS LLC
By:
/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
ASTRA SPACECRAFT ENGINES, INC.
By:
/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
ASTRA SPACE TECHNOLOGIES HOLDINGS, INC. |
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By: /s/ Xxxx Xxxxxxxx___________________ |
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Name: Xxxx Xxxxxxxx |
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Title: Chief Financial Officer |
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