Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Effective September 26, 2024 (the "Effective Date"), Aerkomm Japan Inc. ("Aerkomm Japan"), a wholly owned subsidiary of Aircom Pacific, Inc., a California corporation and wholly owned subsidiary of Aerkomm, Inc. (the "Company"), entered into a Distribution Partner Agreement (together with its exhibits, the "Agreement") with Network Access Associates Ltd. ("OneWeb"), a company incorporated under the laws of England (company registration number 09439890). Pursuant to the Agreement, Aerkomm Japan has become a non-exclusive distribution partner of OneWeb's satellite communication data services to end customers for use within (i) Japan, with respect to any commercial market for fixed-based connectivity and (ii) Japan and Taiwan, with respect to any commercial market for land (non-fixed) based connectivity.

Each of Aerkomm Japan and OneWeb has also made customary representations, warranties and covenants in the Agreement. The Agreement also contains detailed provisions on Aerkomm Japan's authorized service plans for OneWeb's satellite communication data services and applicable pricing and fees. Pursuant and subject to the terms and conditions of the Agreement, OneWeb is required to provide Aerkomm Japan with a monthly invoice for the relevant service charges for providing the applicable OneWeb services, and Aerkomm Japan is required to pay the full amount of such invoice within thirty (30) days of the invoice date.

Unless terminated earlier pursuant to the terms and conditions of the Agreement, the initial term of the Agreement is for five (5) years from the Effective Date (the "Initial Term"). Following the Initial Term, the Agreement will continue in full force and effect until terminated by either party on at least ninety (90) days' notice, which termination will take effect at the end of the Initial Term or any anniversary thereof. The Agreement also contains customary termination provisions, including termination for breach, fraud, non-compliance with law, and insolvency.

The description of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.