Astra Space Inc - Ordinary Shares 424B3 Prospectus supplement

Date: September 7, 2021

Astra Space, Inc.

/s/ Kelyn J. Brannon

Kelyn J. Brannon

Chief Financial Officer


		Filed Pursuant to Rule (424)(b)(3)
PROSPECTUS SUPPLEMENT NO. 7		Registration No. 333-257930
(to Prospectus dated August 12, 2021)

ASTRA SPACE, INC.

Primary Offering Of

15,333,303 Shares of Common Stock

Secondary Offering of

189,026,575 Shares of Common Stock

5,333,333 Warrants to Purchase Common Stock

This prospectus supplement amends and supplements the prospectus dated August 12, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-257930). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 7, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of (i) 9,999,970 shares of our Class A common stock that may be issued upon exercise of warrants to purchase Class A common stock at an exercise price of $11.50 per share (the “public warrants”) issued by Holicity Inc. (“Holicity”) in its initial public offering; and (ii) 5,333,333 shares of our Class A common stock that may be issued upon exercise of private placement warrants at an exercise price of $11.50 per share that were originally sold to X-icity Holdings Corporation (the “Sponsor”) in a private placement consummated simultaneously with Holicity’s IPO (the “private placement warrants” and, together with the public warrants, the “warrants”).

The Prospectus and this prospectus supplement also relate to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”), or any of their permitted transferees, of (i) 5,333,333 private placement warrants; (ii) up to an aggregate of 5,333,333 shares of our Class A common stock that may be issued upon exercise of the private placement warrants held by the Selling Securityholders; (iii) up to an aggregate of 20,000,000 shares of our Class A common stock that were issued to certain investors (collectively, the “PIPE Investors”) in a private placement in connection with the closing of the Business Combination (as defined herein); (iv) 7,500,000 shares of Class A common stock issued to the Sponsor prior to Holicity’s initial public offering and registered for sale by the Selling Securityholders; (v) up to an aggregate of 92,277,793 shares of Class A common stock that were issued to certain affiliates of Astra (collectively, the “Astra Affiliates”) pursuant to the Business Combination Agreement (as defined herein); (vi) up to an aggregate 56,239,188 shares of Class A common stock issuable upon conversion (on a one-for-one basis) of shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock”) held by certain Selling Securityholders and (vii) up to an aggregate of 7,676,261 shares of our Class A common stock issued in connection with our acquisition of Apollo Fusion, Inc. (“Apollo Fusion”), which closed on July 1, 2021 comprised of (x) 2,558,744 shares of our Class A common stock (the “Initial Apollo Shares”) issued to certain of the Selling Securityholders on July 1, 2021, in connection with our merger with Apollo Fusion, Inc. (“Apollo Fusion”) and (y) 5,117,517 additional shares of our Class A common stock (the “Additional Apollo Shares”) which may be issued to certain of the Selling Securityholders assuming (a) the achievement of all remaining performance milestones set forth in the Apollo Fusion Merger Agreement (as defined herein), (b) we elect to pay all future milestone consideration in shares of our Class A common stock as required by the terms the Apollo Fusion Merger Agreement, and (c) the per share price used to calculate the number of shares of our Class A common stock to be issued is $11.7243, which is the same per share price used to calculate the number of Initial Shares issued to the Selling Securityholders. The Additional Shares have not been earned and are not currently outstanding. The actual number of Additional Shares issued to the selling stockholders could be materially greater or less than 5,117,517 shares of Class A common stock depending whether and to what extent the future performance milestones are met and/or the actual average closing price of our Class A common stock at the time such milestones are achieved. The Prospectus and this prospectus supplement also cover any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.

Our common stock and warrants are listed on Nasdaq under the symbols “ASTR” and “ASTRW”, respectively. On September 3, 2021, the closing price of our common stock was $10.27 per share and the closing price of our warrants was $2.81 per share.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 7, 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2021

Astra Space, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39426	14-1916687
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Skyhawk Street
Alameda, California		94501
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 278-7217

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ASTR	NASDAQ Global Select Market
Warrants to purchase one share of common stock, each at an exercise price of $11.50	ASTRW	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2021, Astra Space, Inc. (the “Company”) amended the employment agreements (the “Original Employment Agreements”) of Chris Kemp, its founder, chairman and chief executive officer, Adam London, its founder and chief technology officer, and Kelyn Brannon, its chief financial officer (collectively, the “Named Executive Officers”). A summary of the amendments follows:

•

The employment agreements of Messrs. Kemp and London were amended to allow the Company to offer and pay the Messrs. Kemp and London an annual bonus based on targets and performance metrics set by the Board. This provision was already in Ms. Brannon’s Original Employment Agreement.

•

The employment agreements of Mr. London and Ms. Brannon were amended to provide salary continuation and COBRA premium subsidy payments for a period of twelve (12) months in the case of a termination without “Cause” or resignation for “Good Reason” if the termination or resignation did not occur in connection with a “Change of Control.” Mr. London and Ms. Brannon’s Original Employment Agreements only provided for nine (9) months of salary continuation and COBRA premium subsidy payments. No change was required for Mr. Kemp’s Original Employment Agreement.

•

All of the Original Employment Agreements of the Named Executive Officers were amended to (i) revise the definitions of “Cause” and “Good Reason;” (ii) require a written resolution of the Board to terminate the employment of the Named Executive Officer; (iii) revise the definition of “Board” and certain related definitions to mean the board of directors of Astra Space, Inc. before a “Change of Control” and the board of directors or governing body of the “Ultimate Parent” after a “Change of Control;” (iv) modify the benefits received by the Named Executive Officer upon a termination without “Cause” or resignation for “Good Reason” to include, in addition to those benefits provided in the Original Employment Agreements, (X) the target amount of any annual bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the annual bonus) and (Y) accelerated vesting of all unvested equity awards; and (v) modify the benefits received by the Named Executive Officer upon a termination in connection with a “Change in Control” to include, in addition to those benefits provided in the Original Employment Agreements, the target amount of any annual bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the annual bonus).

The foregoing summary of the terms and conditions of the amendments to each Named Executive Officer’s Original Employment Agreement is not complete and is qualified in its entirety by reference to the full text of such First Amendment to Employment Agreement for each Named Executive Officer, which are filed as Exhibits 10.1 (Chris Kemp), 10.2 (Adam London) and 10.3 (Kelyn Brannon) and incorporated in this current report on Form 8-k by reference. Terms that are defined in the Original Employment Agreements or the amendments to the Original Employment Agreements are indicated by quotation marks (for example, “Good Reason”) and have the meanings of those terms as set forth in the Original Employment Agreements or amendments to the Original Employment Agreements (as applicable).

Item 8.01 Other Events.

On September 1, 2021, the Company amended the employment agreement (the “Attiq Original Employment Agreement”) of Martin Attiq, its chief business officer, as follows: (a) to allow the Company to offer and pay Mr. Attiq an annual bonus based on targets and performance metrics set by the Board; (b) to set forth Mr. Attiq’s eligibility to participate in the Company’s long term incentive plan, subject to the approval of the Board; (c) to provide salary continuation and COBRA premium subsidy payments for a period of twelve (12) months in the case of a termination without “Cause” or for “Good Reason” as the Attiq Original Employment Agreement provided for nine (9) months; (d) to revise the definitions of “Cause” and “Good Reason;” (e) to require a written resolution of the Board to terminate the employment of Mr. Attiq; (f) to revise the definition of “Board” and certain related definitions to mean the board of directors of Astra Space, Inc. before a “Change of Control” and the board of directors or governing body of the “Ultimate Parent” after a “Change of Control;” (g) to modify the benefits received by Mr. Attiq upon a termination without “Cause” or resignation for “Good Reason” to include, in addition to those benefits provided in the Attiq Original Employment Agreement, (X) the target amount of any annual bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the annual bonus) and (Y) accelerated vesting of all unvested equity awards; and (h) modify the benefits received by Mr. Attiq upon a termination in connection with a “Change in Control” to include, in addition to those benefits provided in the Attiq Original Employment Agreement, the target amount of any annual bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the annual bonus).

The foregoing summary of the terms and conditions of the amendment to the Attiq Original Employment Agreement is not complete and is qualified in its entirety by reference to the full text of such First Amendment to Employment Agreement of Martin Attiq, which is filed as Exhibit 10.4 and incorporated in this current report on Form 8-k by reference. Terms that are defined in the Attiq Original Employment Agreement or the amendment to the Attiq Original Employment Agreement are indicated by quotation marks (for example, “Good Reason”) and have the meanings of those terms as set forth in the Attiq Original Employment Agreement or amendments to the Attiq Original Employment Agreement (as applicable).

Also, on September 1, 2021, the Company entered into an Employment Agreement (the “Lyon Employment Agreement”) with Benjamin Lyon to continue serving as the Company’s Chief Engineer and Executive Vice President of Engineering and Operations. Under the terms of the Lyon Employment Agreement, Mr. Lyon will continue to be paid an annual base salary of $500,000. The Lyon Employment Agreement further provides that Mr. Lyon’s base salary will not be lower than any other employee in the Company other than its chief executive officer, Chris Kemp, and that if the Company decides to employ a chief operating officer that Mr. Lyon will first be offered that position. In addition, the Lyon Employment Agreement provides that if Mr. Lyon’s employment is terminated by the Company without “Cause” or by Mr. Lyon for “Good Reason”, other than in connection with a Change of Control, Mr. Lyon will be entitled to severance consisting of (i) twelve months’ salary continuation; (ii) the target amount of any annual bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the annual bonus); (iii) COBRA premium subsidy payments, at the rate of the Company’s normal contribution for active employees at the executive’s coverage level, for up to twelve months following termination; and (iv) accelerated vesting of unvested equity awards. If the qualifying termination occurs within the three months prior to or twelve months following a “Change of Control,” the severance will instead consist of (i) twelve months’ salary continuation); (ii) the target amount of any annual bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the annual bonus; (iii) COBRA premium subsidy payments, at the rate of the Company’s normal contribution for active employees at the executive’s coverage level, for up to twelve months following termination; and (iv) accelerated vesting of unvested equity awards.

In either case, the Company’s obligation to make the severance payments, and Mr. Lyon’s right to retain the same, is wholly conditioned on Mr. Lyon providing a general release of claims in favor of the Company and continuing to comply with his obligations under the Lyon Employment Agreement, including the restrictive covenants. Specifically, the Lyon Employment Agreement contains (i) a perpetual confidentiality covenant; (ii) an assignment of intellectual property covenant; (iii) non-competition and non-solicitation of business partners covenants during the course of employment; (iv) a non-solicitation covenant with respect to employees and other service providers during the course of employment and for twelve months thereafter; and (v) a non-disparagement obligation.

The foregoing summary of the terms and conditions of the Lyon Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Lyon Employment Agreement, which is filed as Exhibit 10.5 and incorporated in this current report on Form 8-k by reference. Terms that are defined in the Lyon Employment Agreement are indicated by quotation marks (for example, “Good Reason”) and have the meanings of those terms as set forth in the Lyon Employment Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		First Amendment to Employment Agreement of Chris Kemp dated September 1, 2021

10.2		First Amendment to Employment Agreement of Adam London dated September 1, 2021

10.3		First Amendment to Employment Agreement of Kelyn Brannon dated September 1, 2021

10.4		First Amendment to Employment Agreement of Martin Attiq dated September 1, 2021

10.5		Employment Agreement of Benjamin Lyon dated September 1, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made, entered into and effective as of September 1, 2021 (the “Amendment Effective Date”), by and among Astra Space Operations, Inc. f/k/a Astra Space, Inc., a Delaware corporation (the “Company”), and CHRIS KEMP (the “Executive”).

RECITALS

The Company and the Executive entered into that certain Employment Agreement (the “Employment Agreement”) on February 1, 2021, to be effective as of the Closing Date (as defined in the Business Combination Agreement by and between Holicity Inc., Holicity Merger Sub Inc. and the Company, dated February 1, 2021.

The Closing Date was June 30, 2021.

The Company and the Executive desire to amend certain terms and provisions of the Employment Agreement as more fully set forth in this Amendment.

Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to those terms in the Employment Agreement.

AGREEMENT

In consideration of the foregoing recitals, the mutual promises and covenant set forth in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Amendments to Article 2 of the Employment Agreement.

a. A new section 2.4 is hereby added and incorporated into the Employment Agreement to read as follows:

2.4. Annual Bonus. The Executive will be eligible to earn an annual bonus (the “Annual Bonus”) for each fiscal year completed during the Executive’s employment hereunder. The actual amount of any Annual Bonus will be determined by the Board in its discretion, based on financial, operational, individual and/or other targets established by the Board. In order to be eligible to receive any Annual Bonus hereunder, the Executive must be employed through the date such Annual Bonus is paid, except as otherwise provided in Section 5.2.

b. Section 2.4 in the Employment Agreement is hereby renumbered consecutively as Section 2.5.

2. Amendments to Article 4 of the Employment Agreement. Sections 4.1 through 4.3 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

4.1 In General. The Executive’s employment may be terminated by the Company or by the Executive at any time upon sixty (60) days’ prior written notice to the other party; provided, however, that the Board may elect to waive such notice period or any portion thereof, in which case the Company will continue to pay the Base Salary for that portion of the notice period so waived. For clarity, the Company may only terminate the Executive’s employment through a resolution of the Board.

4.2 Termination by the Company for Cause. Notwithstanding the provisions of Section 4.1, the Company may terminate the Executive’s employment immediately for Cause upon written notice to the Executive setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “Cause” means the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) the Executive’s willful and material failure to perform (other than by reason of disability), or substantial misconduct in the performance of, the Executive’s duties and responsibilities for the Company or any of its Affiliates which causes material harm to the Company; (ii) the Executive’s material and demonstrable breach of any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Executive and the Company or any of its Affiliates;(iii) the Executive’s material and demonstrable breach of any other provision of this Agreement or any other written agreement by and between the Executive and the Company or any of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company or any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (v) the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the contrary in the foregoing, a circumstance otherwise giving rise to Cause pursuant to the foregoing clause (i), (ii), (iii) or (iv), (X) if capable of cure, will not constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to the Executive thereof; provided, however, that the Company will not be required to provide any such notice or opportunity to cure with respect to any subsequent substantially similar or related conduct and (Y) for purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless the Board believes in good faith that such action or omission was done, or omitted to be done, by Executive in bad faith or without the reasonable belief that Executive’s action or omission was in the best interest of the Company.

Executive Officer or position as the most senior executive of Company and its direct Parent, Astra Space, Inc.; (iv) Company causes Executive to report to any individual or group, other than the Board, or (v) any material adverse change in Executive’s duties, responsibilities or authority as of the date of this Agreement or the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s position as the most senior executive of the Company, which is not substantially remedied by the Company during the applicable cure period; provided, in each case, that (x) the Executive provides the Company with written notice of the circumstance constituting Good Reason within twenty (20) days following the Executive’s first knowledge thereof, (y) the Company fails to cure such circumstance within twenty (20) days following the receipt of such notice and (z) the Executive actually terminates employment within twenty (20) days following the expiration of such cure period.

3. Amendments to Article 5 of the Employment Agreement. Sections 5.1 through 5.2 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

5.1 Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company will pay the Executive (i) the Base Salary for the final payroll period of the Executive’s employment, through the date the Executive’s employment terminates (the “Termination Date”); (ii) payment of any earned, but unpaid Annual Bonus for the fiscal year preceding the year in which the termination occurs; (iii) compensation at the rate of the Base Salary for any vacation time accrued in accordance with the policies of the Company but not used as of the Termination Date; and (iv) reimbursement, in accordance with Section 2.5 hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the Termination Date, provided that the Executive submits all expenses and supporting documentation required within sixty (60) days of the Termination Date and that such expenses are reimbursable under Company policies then in effect (all of the foregoing, the “Final Compensation”). Except as otherwise provided in the foregoing clause (iv), the Final Compensation will be paid to the Executive immediately upon termination of employment.

5.2 Severance Payments. In the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, subject to the provisions of Section 5.3, the Company will pay the Executive, in addition to the Final Compensation, severance payments as provided in this Section 5.2 (collectively, the “Severance Payments”).

(“COBRA”) and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) twelve (12) months following the Termination Date and (B) the first date on which the Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date (as defined below).

(b) Termination in Connection with a Change of Control. Notwithstanding the provisions of Section 5.2(a), in the event such termination occurs within the three (3) months prior to or twelve (12) months following the date of a Change of Control (and in the case of a termination by the Company without Cause that occurs prior to such Change of Control, solely to the extent such termination results from the request of another party to the Change of Control transaction), the Severance Payments will include (i) payment in an amount equal to (X) twenty-four (24) months’ Base Salary plus (Y) the target amount of any Annual Bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the Annual Bonus), in both cases payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company over the twenty-four (24) months following the Termination Date; (ii) if the Executive timely and properly elects to receive benefits under COBRA and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) eighteen (18) months following the Termination Date and (B) the first date on which the Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date.

4. Amendments to Article 6 of the Employment Agreement.

a. The definitions of “Affiliate,” “Board” and “Change of Control” are deleted in their entirety and amended and restated to read as follows:

“Affiliate” means any Person “controlling,” “controlled by” or “under common control” with the Company, where “control,” in each instance, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, management authority or otherwise.

“Board” means the board of directors of the Company’s Parent, Astra Space, Inc., a Delaware corporation, or a committee thereof, and, in the event of a Change of Control, the board of directors of the Ultimate Parent.

“Change of Control” has the meaning ascribed to such term in Astra Space, Inc. 2021 Omnibus Incentive Plan.”

b. New definitions of “Parent,” “Subsidiary” and “Ultimate Parent” are inserted into Article 6 of the Employment Agreement in appropriate alphabetical order to read as follows:

“Parent” means a Person who control another Person, where “controls” has the meaning set forth in the definition of Affiliates herein.

“Subsidiary” means a Person that is controlled by another Person, where “controlled by” has the meaning set forth in the definition of Affiliates herein.

“Ultimate Parent” means, in relation to the Company, a Parent of the Company who is not a Subsidiary of another Person.

5. Continuation of Employment Agreement. Except otherwise amended in this Amendment, the Employment Agreement is hereby ratified in all respects and shall continue in full force and effect.

6. Counterparts. This Amendment may be executed in counterparts (and may be delivered by email or other electronic means), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

7. Governing Law. This Amendment shall be governed by the laws of the state of California without reference to its conflicts of law principles.

[Remainder of this page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the Amendment Effective Date.


ASTRA SPACE OPERATIONS, INC.
f/k/a Astra Space, Inc.

/s/ Kelyn Brannon
By:		Kelyn Brannon
Its:		Chief Financial Officer

/s/ Chris Kemp

CHRIS KEMP

[Signature page to First Amendment to Employment Agreement]

Exhibit 10.2

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

RECITALS

The Closing Date was June 30, 2021.

The Company and the Executive desire to amend certain terms and provisions of the Employment Agreement as more fully set forth in this Amendment.

Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to those terms in the Employment Agreement.

AGREEMENT

1. Amendments to Article 2 of the Employment Agreement.

a. A new section 2.4 is hereby added and incorporated into the Employment Agreement to read as follows:

b. Section 2.4 in the Employment Agreement is hereby renumbered consecutively as Section 2.5.

2. Amendments to Article 4 of the Employment Agreement. Sections 4.1 through 4.3 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

Technology Officer or position as a leader of the functions over which Executive has management oversight and control on behalf of the Company and its Parent, Astra Space, Inc., as of the Amendment Effective Date (collectively, the “Functions”); (iv) Company causes Executive to report to any individual or group, other than the Chief Executive Officer of the Company prior to a Change of Control and the chief executive officer of the Ultimate Parent after a Change of Control, or (v) any material adverse change in Executive’s duties, responsibilities or authority as of the date of this Agreement or the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s position as leader of the Functions, which is not substantially remedied by the Company during the applicable cure period; provided, in each case, that (x) the Executive provides the Company with written notice of the circumstance constituting Good Reason within twenty (20) days following the Executive’s first knowledge thereof, (y) the Company fails to cure such circumstance within twenty (20) days following the receipt of such notice and (z) the Executive actually terminates employment within twenty (20) days following the expiration of such cure period.

3. Amendments to Article 5 of the Employment Agreement. Sections 5.1 through 5.2 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

salary continuation in accordance with the ordinary payroll practices of the Company over the twelve (12) months following the Termination Date; (ii) if the Executive timely and properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act or similar state law (“COBRA”) and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) twelve (12) months following the Termination Date and (B) the first date on which the Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date (as defined below).

(b) Termination in Connection with a Change of Control. Notwithstanding the provisions of Section 5.2(a), in the event such termination occurs within the three (3) months prior to or twelve (12) months following the date of a Change of Control (and in the case of a termination by the Company without Cause that occurs prior to such Change of Control, solely to the extent such termination results from the request of another party to the Change of Control transaction), the Severance Payments will include (i) payment in an amount equal to (X) twelve (12) months’ Base Salary plus (Y) the target amount of any Annual Bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the Annual Bonus), in both cases payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company over the twelve (12) months following the Termination Date; (ii) if the Executive timely and properly elects to receive benefits under COBRA and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) twelve (12) months following the Termination Date and (B) the first date on which the Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date.

4. Amendments to Article 6 of the Employment Agreement.

a. The definitions of “Affiliate,” “Board” and “Change of Control” are deleted in their entirety and amended and restated to read as follows:

“Change of Control”has the meaning ascribed to such term in Astra Space, Inc. 2021 Omnibus Incentive Plan.”

b. New definitions of “Parent,” “Subsidiary” and “Ultimate Parent” are inserted into Article 6 of the Employment Agreement in appropriate alphabetical order to read as follows:

“Parent” means a Person who control another Person, where “controls” has the meaning set forth in the definition of Affiliates herein.

“Subsidiary” means a Person that is controlled by another Person, where “controlled by” has the meaning set forth in the definition of Affiliates herein.

“Ultimate Parent” means, in relation to the Company, a Parent of the Company who is not a Subsidiary of another Person.

5. Continuation of Employment Agreement. Except otherwise amended in this Amendment, the Employment Agreement is hereby ratified in all respects and shall continue in full force and effect.

7. Governing Law. This Amendment shall be governed by the laws of the state of California without reference to its conflicts of law principles.

[Remainder of this page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the Amendment Effective Date.


ASTRA SPACE OPERATIONS, INC.
f/k/a Astra Space, Inc.

/s/ Chris Kemp
By:		Chris Kemp
Its:		Chief Executive Officer

/s/ Adam London

ADAM LONDON

[Signature page to First Amendment to Employment Agreement]

Exhibit 10.3

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

RECITALS

The Closing Date was June 30, 2021.

The Company and the Executive desire to amend certain terms and provisions of the Employment Agreement as more fully set forth in this Amendment.

Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to those terms in the Employment Agreement.

AGREEMENT

1. Amendments to Article 4 of the Employment Agreement. Sections 4.1 through 4.3 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

any provision of Section 3 or any other confidentiality, invention assignment or other restrictive covenant obligation set forth in any written agreement by and between the Executive and the Company or any of its Affiliates;(iii) the Executive’s material and demonstrable breach of any other provision of this Agreement or any other written agreement by and between the Executive and the Company or any of its Affiliates; (iv) the Executive’s willful and material violation of any applicable policy or code of conduct of the Company or any of its Affiliates, which violation causes material reputational or financial harm to the Company; or (v) the Executive’s indictment for, or plea of nolo contendere to, any felony or any crime involving moral turpitude. Notwithstanding anything to the contrary in the foregoing, a circumstance otherwise giving rise to Cause pursuant to the foregoing clause (i), (ii), (iii) or (iv), (X) if capable of cure, will not constitute Cause if cured by the Executive within twenty (20) days following the Company’s notice to the Executive thereof; provided, however, that the Company will not be required to provide any such notice or opportunity to cure with respect to any subsequent substantially similar or related conduct and (Y) for purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless the Board believes in good faith that such action or omission was done, or omitted to be done, by Executive in bad faith or without the reasonable belief that Executive’s action or omission was in the best interest of the Company.

4.3 Resignation by the Executive for Good Reason. Notwithstanding the provisions of Section 4.1, the Executive may terminate the Executive’s employment for Good Reason upon written notice to the Company setting forth in reasonable detail the nature of the circumstances constituting Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without the Executive’s consent: (i) a reduction in Base Salary of more than five percent (5%), other than an across-the-board reduction applicable to similarly situated executives of the Company; (ii) a permanent relocation of the Executive’s principal place of business that increases the Executive’s commute by more than twenty (20) miles in a single direction; (iii) Company effects a reduction in Executive’s title as Chief Financial Officer or position as leader of the functions over which Executive has management oversight and control on behalf of the Company and its Parent, Astra Space, Inc., as of the Amendment Effective Date (collectively, the “Functions”); (iv) Company causes Executive to report to any individual or group, other than the Chief Executive Officer of the Company prior to a Change of Control and the chief executive officer of the Ultimate Parent after a Change of Control, or (v) any material adverse change in Executive’s duties, responsibilities or authority as of the date of this Agreement or the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s position as the leader of the Functions, which is not substantially remedied by the Company during the applicable cure period; provided, in each case, that (x) the Executive provides the Company with written notice of the circumstance constituting Good Reason within twenty (20) days following the Executive’s first knowledge thereof, (y) the Company fails to cure such circumstance within twenty (20) days following the receipt of such notice and (z) the Executive actually terminates employment within twenty (20) days following the expiration of such cure period.

2. Amendments to Article 5 of the Employment Agreement. Sections 5.1 through 5.2 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

(a) Termination Other than in Connection with a Change of Control. Except as otherwise provided in Section 5.2(b), the Severance Payments will include (i) payment in an amount equal to (X) twelve (12) months’ Base Salary, plus (Y) the target amount of any Annual Bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the Annual Bonus), in both cases payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company over the twelve (12) months following the Termination Date; (ii) if the Executive timely and properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act or similar state law (“COBRA”) and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) twelve (12) months following the Termination Date and (B) the first date on which the Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date (as defined below).

(b) Termination in Connection with a Change of Control. Notwithstanding the provisions of Section 5.2(a), in the event such termination occurs within the three (3) months prior to or twelve (12) months following the date of a Change of Control (and in the case of a termination by the Company without Cause that occurs prior to such Change of Control, solely to the extent such termination results from the request of another party to the Change of Control transaction), the Severance Payments will include (i) payment in an amount equal to (X) twelve (12) months’ Base Salary “plus (Y) the target amount of any Annual Bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the Annual Bonus), in both cases,” payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company over the twelve (12) months following the Termination Date; (ii) if the Executive timely and properly elects to receive benefits under COBRA and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) twelve (12) months following the Termination Date and (B) the first date on which the Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date.

3. Amendments to Article 6 of the Employment Agreement.

a. The definitions of “Affiliate,” “Board” and “Change of Control” are deleted in their entirety and amended and restated to read as follows:

“Change of Control”has the meaning ascribed to such term in Astra Space, Inc. 2021 Omnibus Incentive Plan.”

b. New definitions of “Parent,” “Subsidiary” and “Ultimate Parent” are inserted into Article 6 of the Employment Agreement in appropriate alphabetical order to read as follows:

“Parent” means a Person who control another Person, where “controls” has the meaning set forth in the definition of Affiliates herein.

“Subsidiary” means a Person that is controlled by another Person, where “controlled by” has the meaning set forth in the definition of Affiliates herein.

“Ultimate Parent” means, in relation to the Company, a Parent of the Company who is not a Subsidiary of another Person.

4. Continuation of Employment Agreement. Except otherwise amended in this Amendment, the Employment Agreement is hereby ratified in all respects and shall continue in full force and effect.

5. Counterparts. This Amendment may be executed in counterparts (and may be delivered by email or other electronic means), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

6. Governing Law. This Amendment shall be governed by the laws of the state of California without reference to its conflicts of law principles.

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IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the Amendment Effective Date.


ASTRA SPACE OPERATIONS, INC.
f/k/a Astra Space, Inc.

/s/ Chris Kemp
By:		Chris Kemp
Its:		Chief Executive Officer

/s/ Kelyn Brannon

KELYN BRANNON

[Signature page to First Amendment to Employment Agreement]

Exhibit 10.4

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

RECITALS

The Closing Date was June 30, 2021.

The Company and the Executive desire to amend certain terms and provisions of the Employment Agreement as more fully set forth in this Amendment.

Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to those terms in the Employment Agreement.

AGREEMENT

1. Amendments to Article 2 of the Employment Agreement.

a. A new section 2.4 is hereby added and incorporated into the Employment Agreement to read as follows:

b. Section 2.4 in the Employment Agreement is hereby renumbered consecutively as Section 2.5.

c. A new Section 2.6 is inserted into the Employment Agreement to read as follows:

2.6 Participation in Long-Term Incentive Plan. Executive will be eligible to participate in the Company’s Long-Term Incentive Program (“LTIP-1”). The Board shall determine the portion of the LTIP-1 that will be allocated to Executive (“LTIP Grant”). The LTIP Grant will be awarded based on a plan to be developed by the Board. The vesting conditions of Executive’s LTIP Grant will be consistent with those applicable to other executive officers of the Company and are expected to vest based on achievement of a combination of specific service-based and performance-based vesting conditions, subject to the approval of the Board.

2. Amendments to Article 4 of the Employment Agreement. Sections 4.1 through 4.3 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

4.3 Resignation by the Executive for Good Reason. Notwithstanding the provisions of Section 4.1, the Executive may terminate the Executive’s employment for Good Reason upon written notice to the Company setting forth in reasonable detail the nature of the circumstances constituting Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without the Executive’s consent: (i) a reduction in Base Salary of more than five percent (5%), other than an across-the-board reduction applicable to similarly situated executives of the Company; (ii) a permanent relocation of the Executive’s principal place of business that increases the Executive’s commute by more than twenty (20) miles in a single direction; (iii) Company effects a reduction in Executive’s title as Chief Business Officer or position as leader of functions over which Executive has management oversight and control on behalf of the Company and its Parent, Astra Space, Inc., as of the Amendment Effective Date (collectively, the “Functions”); (iv) Company causes Executive to report to any individual or group, other than the Chief Executive Officer of the Company prior to a Change of Control and the chief executive officer of the Ultimate Parent after a Change of Control, or (v) any material adverse change in Executive’s duties, responsibilities or authority as of the date of this Agreement or the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s position as the leader of the Functions, which is not substantially remedied by the Company during the applicable cure period; provided, in each case, that (x) the Executive provides the Company with written notice of the circumstance constituting Good Reason within twenty (20) days following the Executive’s first knowledge thereof, (y) the Company fails to cure such circumstance within twenty (20) days following the receipt of such notice and (z) the Executive actually terminates employment within twenty (20) days following the expiration of such cure period.

3. Amendments to Article 5 of the Employment Agreement. Sections 5.1 through 5.2 of the Employment Agreement are hereby deleted in their entirety and amended and restated as follows:

“5.1 Final Compensation. In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company will pay the Executive (i) the Base Salary for the final payroll period of the Executive’s employment, through the date the Executive’s employment terminates (the “Termination Date”); (ii) payment of any earned, but unpaid Annual Bonus for the fiscal year preceding the year in which the termination occurs; (iii) compensation at the rate of the Base Salary for any vacation time accrued in accordance with the policies of the Company but not used as of the Termination Date; and (iv) reimbursement, in accordance with Section 2.7 hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the Termination Date, provided that the Executive submits all expenses and supporting documentation required within sixty (60) days of the Termination Date and that such expenses are reimbursable under Company policies then in effect (all of the foregoing, the “Final Compensation”). Except as otherwise provided in the foregoing clause (iv), the Final Compensation will be paid to the Executive immediately upon termination of employment.

(b) Termination in Connection with a Change of Control. Notwithstanding the provisions of Section 5.2(a), in the event such termination occurs within the three (3) months prior to or twelve (12) months following the date of a Change of Control (and in the case of a termination by the Company without Cause that occurs prior to such Change of Control, solely to the extent such termination results from the request of another party to the Change of Control transaction), the Severance Payments will include (i) payment in an amount equal to (X) twelve (12) months’ Base Salary plus (Y) the target amount of any Annual Bonus that would otherwise be earned in the year of termination (offset by any amounts already paid toward the Annual Bonus), in both cases, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company over the twelve (12) months following the Termination Date; (ii) if the Executive timely and properly elects to receive benefits under COBRA and the premium subsidy described herein is permissible under applicable law, COBRA premium subsidy payments at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in effect immediately prior to the Executive’s termination, payable in the form of salary continuation in accordance with the ordinary payroll practices of the Company until the earlier of (A) twelve (12) months following the Termination Date and (B) the first date on which the

Executive is no longer eligible for COBRA coverage, otherwise ceases to participate in the Company’s benefit plans or becomes eligible to receive health insurance coverage from another employer; and (iii) notwithstanding anything to the contrary in the Company’s incentive equity plans or any applicable award agreement, the Executive’s equity awards under such plans that are outstanding and unvested as of the Termination Date will become fully vested effective as of the Release Date.”