Amendment No. 5 to Term Loan Agreement, dated December 30, 2020, by and between SoftBank Group Capital Limited and Airspan Networks Inc

Exhibit 10.31

Execution Version

Amendment No. 5 to LOAN Agreement

This Amendment No. 5 to Loan Agreement, dated as of December 30, 2020 (this “Amendment”), is made by and between SoftBank Group Capital Limited (formerly known as SoftBank Group International Limited), a company organized under the laws of England and Wales (the “Lender”), and Airspan Networks Inc., a Delaware corporation (the “Borrower”).

RECITALS

WHEREAS, the Lender and the Borrower have entered into that certain Term Loan Agreement, dated as of February 9, 2016, as amended by that certain Amendment No. 1 to Loan Agreement dated as of July 12, 2016, as further amended by that certain Amendment No. 2 to Loan Agreement dated as of July 3, 2017, as further amended by that certain Amendment No. 3 to Loan Agreement dated as of May 23, 2019, and as further amended by that certain Amendment No. 4 to Loan Agreement dated as of March 30, 2020 (as so amended, and as further amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), providing for a loan in an aggregate original principal amount equal to US$30,000,000 from the Lender to the Borrower.

WHEREAS, the parties hereto desire to amend the Loan Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, do hereby agree as follows:

Section 1. Definitions. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

Section 2. Amendment.

(a) The first page of the Loan Agreement is hereby amended by placing the following legend at the top thereof:

“This Loan Agreement and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Intercreditor and Subordination Agreement dated as of December 30, 2020 (as the same may be amended, amended and restated, restated, supplemented or otherwise modified or replaced from time to time, the “Subordination Agreement”) entered into by, among others, AIRSPAN NETWORKS INC. and certain of its subsidiaries, DBFIP ANI LLC (“Fortress”), as administrative agent, collateral agent and trustee for the secured parties pursuant to the terms of the Senior Documents (as defined therein) (Fortress in such capacities together with its successors and assigns, the “Senior Agent”) and SOFTBANK GROUP CAPITAL LIMITED and each other holder of loans under this Loan Agreement from time to time (collectively and individually the “Subordinated Creditor”). Each Subordinated Creditor by its acceptance of any interest in the Loans and other advances hereunder irrevocably agrees to be bound by the provisions of the Subordination Agreement.”

(b) Section 1.14 of the Loan Agreement is hereby amended and restated in its entirety as follows:

(c) Section 1.18 of the Loan Agreement is hereby amended and restated in its entirety as follows:

(d) Section 1.19 of the Loan Agreement is hereby amended and restated in its entirety as follows:

(e) Section 1.20 of the Loan Agreement is hereby amended and restated in its entirety as follows:

(f) A new Section 1.16A is hereby added to the Loan Agreement in appropriate numerical order to read as follows:

(g) Section 2.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“2.2 Interest

Section 3. Conditions of Effectiveness. The effectiveness of Section 2 shall be subject to the following conditions precedent:

(a) The Borrower shall have provided the Lender (i) certified copies of the resolutions of the Board of Directors (or shareholders, if applicable) of the Borrower authorizing the making and performance by it of this Amendment, (ii) certified copies of the organizational documents of the Borrower, as amended to date, and (iii) official certificates of good standing in Delaware and Florida, dated no earlier than 30 days prior to the date hereof.

(b) The Lender shall have received a written consent from the Senior Lender approving the amendments contemplated by this Amendment.

(c) No Event of Default under the Loan Agreement has occurred and is continuing or will result after giving effect to this Amendment.

(d) The representations and warranties in Section 4(a) shall be true and correct on the date hereof.

Section 4. Condition Subsequent of Continued Effectiveness. The continued effectiveness of Section 2(g) of this Amendment (modifying Section 2.2 (Interest) of the Loan Agreement) shall be subject to the condition subsequent that the Borrower shall have executed documentation in form and substance satisfactory to the Lender within forty five (45) days of the date first set forth above, pursuant to which SoftBank Group Corp. (or another affiliate of Lender) may elect, at any time in its sole and absolute discretion, to acquire up to an additional 5% of the equity in Dense Air Limited, a company organized under the laws of England and Wales, for no additional consideration, together with additional documentation reasonably incidental thereto. If such condition subsequent is not satisfied by such date, Section 2(g) of this Amendment shall have no further force or effect, the interest rate set forth in Section 2.2 of the Loan Agreement shall revert to the stated and scheduled interest rate as set forth and described in the Loan Agreement, as in effect immediately preceding the date of this Amendment, and Borrower shall immediately pay to Lender any additional interest that otherwise would have been due to Lender under the Loan Agreement as if Section 2(g) of the Amendment had not been in effect.

Section 5. Representations and Warranties; Reaffirmation.

(a) The Borrower hereby represents and warrants to the Lender as follows:

(1) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding agreement of the Borrower, enforceable in accordance with its terms (subject, as to enforcement, to (x) the effect of applicable bankruptcy, insolvency, examinership or similar laws affecting the enforcement or creditors’ rights and (y) general principles of equity). The execution, delivery and performance by the Borrower of this Amendment is within the Borrower’s powers.

(2) The execution, delivery and performance by the Borrower of this Agreement do not (i) conflict with any of the Borrower’s organizational, constitutional or constituent documents; (ii) contravene, conflict with, constitute a default under or violate any Law; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Government Agency by which the Borrower or any of its property or assets may be bound or affected; (iv) require any action by, filing, registration, or qualification with, or permit from, any Government Agency; or (v) constitute a default under or conflict with any material agreement to which the Borrower is bound.

(3) No Event of Default under the Loan Agreement has occurred and is continuing or will result after giving effect to this Amendment.

(b) The Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Agreement and agrees that the Loan Agreement remains in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, the Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

Section 6. CHOICE OF LAW AND JURY TRIAL WAIVER

(a) This Amendment and the rights, remedies and obligations of the parties hereto, and any claim, controversy or dispute arising under or related to this Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties and all other matters relating hereto or arising therefrom (whether sounding in contract law, tort law or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to its principles of conflict of laws.

(b) To the fullest extent permitted by applicable law, the Borrower, and the Lender each waive their right to a jury trial of any claim or cause of action arising out of or based upon this Amendment, including contract, tort, breach of duty and all other claims. This waiver is a material inducement for the parties to enter into this Amendment. Each party has reviewed this waiver with its counsel.

Section 7. Miscellaneous.

(a) Severability of Provisions. Each provision of this Amendment is severable from every other provision in determining the enforceability of any provision.

(b) Integration. This Amendment and the Loan Agreement represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations among the parties about the subject matter of this Amendment and the Loan Agreement merge into this Amendment and the Loan Agreement.

(c) Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

(d) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment.

[signatures to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

Signature Page to Amendment No. 5 to Loan Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

Signature Page to Amendment No. 5 to Loan Agreement