Exhibit 99.1

SHARE SALE AND PURCHASE AGREEMENT

relating to the sale and purchase of the shares in UAB “NanoAvionics”

by and between

Vytenis Buzas

Linas Sargautis

AST & Science, LLC

InMotion Holdings, LLC

(the “Sellers”)

and

Kongsberg Defence & Aerospace AS

(the “Buyer”)

Dated 2 July 2022

TABLE OF CONTENTS

This Share Sale and Purchase Agreement (the “Agreement”) is made on 2 July 2022 between:

The Seller 1, the Seller 2, the Seller 3 and the Seller 4 collectively are referred to as the “Sellers” and each individually as a “Seller”.

and

The Sellers and the Buyer collectively are referred to as the “Parties” and each individually as a “Party”.

WHEREAS:

IT IS AGREED as follows:

The following terms (as defined below) will have the following meanings when used as capitalized in the Agreement.

“Accounts” mean audited financial statements of the Company for a financial year ended on the Accounts Date prepared in accordance with the applicable Laws and Accounting Principles.

“Accounting Principles” mean International Financial Reporting Standards as adopted and published by the International Accounting Standards Board, as applicable in respect of the Company on the date of preparation of the respective financial statements.

“Accounts Date” means 31 December 2021. “Adjustment Amount” is defined in Section 2.4.3. “Adjustment Notice” is defined in Section 2.4.1.

“Affiliate” or “Affiliates” mean with respect to the respective Party a person who (which) directly or indirectly, through one or more intermediaries, Controls the Party, or a person who either alone or with other persons is controlled by, or is under the common control with the Party (depending on the context). Where “Control” means (including the terms “Controlling”, “Controlled by” and “under common Control with”), in relation to any entity:

“Agreement” means this Share Sale and Purchase Agreement regarding the Sale Shares, including its Annexes and subsequent amendments, as may be concluded from time to time.

“Base Purchase Price” is a purchase price calculated based on the Preliminary Closing Accounts as specified in Section 2.3. For the avoidance of doubt, the Base Purchase Price shall be subject to the Post- Closing Purchase Price Adjustment in order to determine the Final Purchase Price.

“Buyer’s Bank Account” means the Buyer’s bank account no. 8101.33.70885 opened in Danske Bank (Norway), BIC/SWIFT DABANO22, IBAN NO80 8101 3370 885.

“Business” means manufacturing and distribution of nano and micro satellite-based hardware products, including nanosatellite and microsatellite bus platforms, and nano and micro satellite subsystems.

“Business Day” means any day from Monday to Friday (except public holidays and additional free days substituting public holidays) on which commercial banks are generally open for banking operations in the Republic of Lithuania and the Kingdom of Norway.

“Buyer” is defined in the introductory part of this Agreement.

“Buyer’s Warranties” or “Warranties of the Buyer” mean warranties given by the Buyer pursuant to Section 7.1.1 and Section 7.3 and the “Buyer’s Warranty” means any one of them.

“Cash” is defined in Section 2.2.2.

“CEO” means chief executive officer of a legal entity.

“CFIUS” means Committee on Foreign Investment in the United States and each constituent U.S. Government agency acting in its capacity as a member of that governmental entity.

“Claim” means any claim, demand, cause of action of any kind, order, made by any Party against the other Party in respect of any breach of this Agreement.

“Claim Notice” means a notice of a Claim stating in reasonable detail the matter which gives rise to the Claim, the nature of the Claim and, to the extent possible, the then best estimate of the amount claimed, as defined in Section 8.1.1.

“Closing” means the consummation and completion of the sale and the purchase of the Sale Shares in accordance with Section 5 (Closing).

“Closing Actions” mean actions indicated in Section 5.2.

“Closing Certificate” means the document concluded by the Parties at the Closing confirming the occurrence of the Closing.

“Closing Date” means the date on which the Closing commences as set forth in Section 5.1. “Company” is defined in the introductory part of the Agreement.

“Company’s Management” means members of the Company’s management who will be granted an option right to acquire Management Option Shares on the terms and conditions provided in the Former Shareholders’ Agreement.

“Conditions Precedent” means the conditions and requirements described in Section 3.1 and Section 3.2.

“Data Room Documents” mean the documents, all written data and information (including copies of the documents, Q&A table) concerning the Company of legal, commercial, financial, technical, accounting and other nature, which were made available and disclosed by the Seller (or its professional consultants) and/or the Company to the Buyer (or its professional consultants) in the course of the Due Diligence through the virtual data room, as set forth in Section 4.2, and are recorded in DVD(s) attached as Annex 2 to the Agreement (DVD(s) shall be protected from any possible editing).

“Debt” is defined in Section 2.2.2. “Disclosed Information” means:

“Disclosure Letter” is defined in Section 3.3.6. “Dispute Notice” is defined in Section 2.4.4.

“Due Diligence” means due diligence investigation on the basis of the Disclosed Information, which was completed before the Signing Date and conducted in customary scope and detail by the Buyer with the assistance of its professional consultants, to the extent deemed necessary at the Buyer’s sole discretion to proceed with the acquisition of the Sale Shares.

“Encumbrance” means any, registered or unregistered, claim, pledge, mortgage, floating charge, servitude, arrest, option, any restriction on use, voting, transfer, receipt of income, or exercise of any other property or non-property rights, right of retention or other right of use, other third party right, rights of pre- emption or other security of any kind, including agreements or commitments which may create the same or other type of preferential arrangement having similar effect.

“Enterprise Value” or “EV” is defined in Section 2.2.2.

“EUR” means euro, official single currency of the member states of the European Union participating in the European Monetary Union (EMU) from time to time.

“Expert” means one of the audit companies jointly selected upon the agreement of the Sellers and the Buyer which belong to the global Big Four group of the audit companies (meaning Deloitte, Ernst&Young, PricewaterhouseCoopers and KPMG). If the Sellers and Buyer are not able to agree on the Expert, the Big Four audit company which provides the best price offer in compliance with such request of proposal shall be appointed as the Expert based on request for proposal, made by the Buyer.

“External Financial Facilities” means overdraft facilities and credit agreements (including indebtedness or financial lease) with AB SEB bankas as disclosed to the Buyer.

“Final Closing Accounts” means the unaudited balance sheet prepared on a consolidated basis for the Group Companies drawn up as at the Closing Date and prepared in accordance with the Accounting Principles as if they had been annual accounts and otherwise as specified in Section 2.4.1 for the purpose of calculating the Final Purchase Price. The Final Closing Accounts shall be prepared in a way enabling the Parties to determine the Cash, the Debt and the Net Working Capital calculated in accordance with the rules agreed herein, and which shall take into the account the effects on the balance sheet due to the exercise of InMotion Option and Management Option.

“Former Shareholders’ Agreement” means the Shareholders Agreement relating to the Company concluded on 9 February 2018 between the Sellers (as the shareholders of the Company) and the Company.

“Fundamental Warranties” mean warranties given by the Sellers in Section 7.1.1 and Section 1 of Annex 3 and the “Fundamental Warranty” means any one of them.

“Group Companies” or “Group Company” means collectively the Company, the UK Company and the US Company, and separately, as the case may be, any of these companies.

“InMotion Option” means option right granted to the Seller 4 to subscribe for and purchase up to 2,919 (two thousand nine hundred and nineteen) newly issued Shares on the terms and conditions provided in the Former Shareholders’ Agreement.

“InMotion Option Shares” means the Shares to be acquired by the Seller 4 after the exercise of the InMotion Option.

“Intellectual Property” means copyrights, database rights, trademarks, software, domain names, know- how and other intellectual property rights, whether registered or not, owned or used by the Company and material to the activities of the Group Companies.

“Interim Accounts” means the unaudited financial statements of the Company for the period starting 1 January 2022 and ending 31 May 2022 prepared in accordance with the applicable Laws and Accounting Principles;

“Investment Screening Authority” means the Commission for Coordination of Protection of Objects of Importance to Ensuring National Security of the Republic of Lithuania (in Lithuanian: Nacionaliniam saugumui užtikrinti svarbių objektų apsaugos koordinavimo komisija).

“Investment Screening Approval” means the approval that the Buyer is in conformity to national security interests which is deemed to be adopted if (i) the Investment Screening Authority adopts a decision stating that the Buyer as the potential participant in the Company is in conformity to national security interests (ii) the Investment Screening Authority does not initiate assessment in respect of the Buyer as the potential participant in the Company and informs the Buyer within 10 days from the submission of the respective application and documents by the Buyer or (iii) the Investment Screening Authority does not adopt a decision within 30 days from the submission of the respective application and documents by the Buyer. “Key Employees” means Chief Executive Officer (CEO, excluding Franklin Brent Abbott), Chief Commercial Officer (CCO), Chief Technology Officer (CTO), Chief Marketing Officer (CMO) of any Group Company (if applicable).

“Laws” mean any provision of any law, regulation, international treaty, court judgement or arbitral award or any other legal act applicable to this Agreement, the Group Companies, the Business, any Party to this Agreement (as the case may be), in any jurisdiction adopted at a municipal, national, supranational and/or international level either prior to or after the Signing Date.

“Long Stop Date” is defined in Section 5.1.

“Loss” means all direct and reasonably foreseeable indirect damages suffered by the non-breaching Party as the result of the Warranty Breach of the breaching Party or other obligations of the Party under this Agreement or legal acts provided, however, that the Loss in case of Warranty Breach by the Seller includes the amount of direct and reasonably foreseeable indirect damages incurred by the Company or any of the Group Companies required to put the Company or any of the Group Companies into the position which would have existed in the absence of the Warranty Breach by the Sellers. In case the Loss is incurred by the Company or any of the Group Companies, then it shall be compensated pro rata to the Buyer’s acquired amount of shares in the share capital of the Company from the Sellers. When calculating any indirect Loss, such Loss shall not be determined by applying any valuation multiples. The term Loss shall not include any part of the Loss that the Buyer could have reduced by taking all reasonable measures to mitigate such Loss or that are caused by the Buyer’s actions or inactions after the Closing.

“Management Option” means option right granted to the Company’s Management to subscribe for and purchase up to 1,572 (one thousand five hundred and seventy-two) newly issued Shares on the terms and conditions provided in the Former Shareholders’ Agreement.

“Management Option Shares” means the Shares to be acquired by the Company’s Management after the exercise of the Management Option;

“Management Services Agreement” means a services agreement concluded by the Company and the Seller 4 on 01 March 2018.

“Material Adverse Change” means any event or series of events or circumstances that occurred or become known after the Signing Date that cause an adverse effect on the assets, liabilities, business or results of the activities of the Group Companies in the amount equal to 20% (twenty percent) of the Purchase Price in aggregate, compared to the respective standing before the occurrence of such events or circumstances, however, changes in general economic conditions or financial markets as a whole shall not be considered and shall be excluded from determination of whether the Material Adverse Change has occurred.

“Material Contracts” means the contracts listed in Annex 7.

“Negative Adjustment Amount” is defined in Section 2.4.3.

“New Equity Shares” means the shares in the Company to be issued after the Closing in accordance with provisions of the New Shareholders’ Agreement.

“New Shareholders’ Agreement” means a new Shareholders’ Agreement relating to the Company to be concluded between the Seller 1, the Seller 2, the Buyer and the Company on the Closing Date, the draft of which is attached as Annex 5.

“Net Working Capital Adjustment” is defined in Section 2.2.2. “Net Working Capital at Closing” is defined in Section 2.2.2 “Notice” is defined in Section 12.7.1.

“Parties” mean the Buyer and the Sellers, i.e. the Parties to this Agreement (each of them being individually referred to as a “Party”).

“Permitted Payments” means the following payments:

“Positive Adjustment Amount” is defined in Section 2.4.3.

“Post-Closing Purchase Price Adjustment” means the determination of the Final Purchase Price in accordance with the rules and procedures provided in Section 2.4.

“Preliminary Closing Accounts” mean the unaudited balance sheets prepared on a consolidated basis for the Group Companies estimated for the Closing Date, with such estimate being understood to represent a reasonable best estimate of the future Final Closing Accounts based on the information available as of the date of their preparation, taking into consideration the Accounting Principles and otherwise as specified in Section 2.3.1 for the purpose of calculating the Base Purchase Price. The Preliminary Closing Accounts shall be prepared in a way enabling the Parties to determine the estimated Cash, the Debt and the Net Working Capital calculated in accordance with the rules agreed herein.

“Purchase Price” or “Final Purchase Price” is defined in Section 2.2.1. “Related Person(s)” means any person that is:

In respect of the Company, all Sellers shall be deemed to be Related Persons, and also ultimate shareholders of the Seller 3 and Seller 4 shall be deemed to be Related Persons.

“Sale Shares” are the Shares to be transferred by the Sellers to the Buyer the number of which is indicated in Annex 1 on the terms and conditions specified in the Agreement.

“Shares” means ordinary registered non-material shares of the Company with a nominal value of EUR 0.29 (twenty nine EUR cents) each and any one of them.

“Seller 1” is defined in the introductory part of the Agreement. “Seller 2” is defined in the introductory part of the Agreement. “Seller 3” is defined in the introductory part of the Agreement. “Seller 4” is defined in the introductory part of the Agreement.

“Sellers” is defined in the introductory part of the Agreement.

“Sellers’ Knowledge” or “Knowledge of the Sellers” (including the term “known to the Sellers” or any similar expression), means the facts, matters, events, circumstances and other information which prior to or on the Signing Date are actually known or should have been known without independent investigation by: (i) Vytenis Buzas; and/or (ii) Linas Sargautis; and/or (iii) Abel Antonio Avellan, Brian Lewis Heller, and Scott Wisniewski all acting as the member of the Management Board of the Company and by Abel Antonio Avellan acting as a manager of the Seller 3 and the Seller 4 as a shareholder of the Company.

“Sellers’ Warranties” or “Warranties of the Sellers” mean warranties given by the Sellers pursuant to Section 7.1.1 and Section 7.2 and the “Sellers’ Warranty” means any one of them.

“Signing Date” means the date when the Agreement is signed by the Parties.

“Shareholder’s Loan” mean liabilities of the Company to the Seller 3 being the sum of all outstanding amounts (including all principal amounts as well as all and any subsidiary payments arising thereof or related thereto, including, but not limited to the accrued interest) payable by the Company to the Seller 3 under the Shareholder’s Loan Agreement, the disbursed principal amount of which on the Signing Date is equal to EUR 500,000 (five hundred thousand).

“Shareholder’s Loan Agreement” means the loan agreement concluded by the Seller 3 and the Company on 12 January 2022.

“Target Net Working Capital” is defined in Section 2.2.2.

“Tax” or “Taxation” mean any form of taxation, mandatory payment, duty or charge, of whatever nature (including but not limited to local taxes, charges, duties, fines, corporate income (profit) tax, personal income tax, value added tax, social security payments, customs duties, excise duties, taxes, royalties, fees and/or fines related to any permit, and any other charges imposed or collected by the Tax Authority) together with all penalties, fines and interest in relation to any of the foregoing.

“Tax Authority” means any local or governmental taxing or other authority competent to impose any liability in respect of Taxation or responsible of the administration and/or collection of Taxes or enforcement of any Law in relation to Taxation.

“Third Party Claim” means any potential, threatened or commenced claim, action or suit or any other proceedings or investigation by a third party (including Tax Authorities) other than the Parties, their Related Persons or the Group Companies, against the Buyer and/or the Group Companies which relates to or could result in a Warranty Breach or breach of other obligations of the Sellers under the Agreement, the outcome of which may result in liability of the Sellers under this Agreement.

“UK Company” means NanoAvionics UK Ltd., limited liability company organised and existing under the laws of England and Wales, company number 11683861, registered address at Belvedere House, Basing View, Basingstoke, Hampshire, United Kingdom, RG21 4HG.

“US Company” means NanoAvionics US LLC, limited liability company organised and existing under the laws of the State of Delaware, company number 7863395, registered address at 216 W Sand Bank Rd Ste 4, Columbia, IL 62236-1084, USA.

“Warranty Breach” is defined in Section 8.2.1(a) and Section 8.9.1(a).

Purchase Price = (EV + Cash – Debt + Net Working Capital Adjustment) multiplied by 73.3992%

(seventy three percent, three thousand nine hundred nine-two ten thousandths of the percent),

where

EV or Enterprise Value means EUR 65,000,000 (sixty-five million Euros);

Cash means the aggregate amount of freely available cash and cash equivalents kept by the Group Companies, including any such cash being at the final balance sheet as at the Closing due to the exercise of InMotion Option and Management Option;

Debt means the sum of the financial debt, other interest bearing debt and debt-like items of the Group Companies as per the Final Closing Accounts. Debt includes, without limitation, interest bearing debt to financial institutions (including the External Financial Facilities), the Shareholder’s Loan, and the following debt-like items: (i) Income tax payable and deferred tax liabilities, (ii) Grant liabilities (only to the extent and in the amount that such Grant liabilities exceed any Grant receivables), (iii) any payable or accrued but unpaid costs of the Company or the Sellers related to the sale of shares in the Company (including any transaction costs, except for the TGS Payments, Quilty Analytics Payments and Valuation Costs, transaction bonuses and any social security contribution costs, any taxes and other charges attributed to these bonuses), and (iv) the total outstanding amount, if any, of severance payments, to Brent Franklin Abbot (including any social security contribution costs, any taxes and other charges attributed to such payments);

Net Working Capital means the amount of the consolidated current assets of the Group Companies (including, without limitation, the amount of current assets attributable to Trade receivables, Other receivables, Inventory, Other assets, and Prepaids) less the amount of the consolidated current liabilities and all other liabilities of the Group Companies that are not part of the Debt (including, without limitation, the amount of current liabilities attributable to Trade payables, Customer prepayments, Deferred income, Lease current liabilities, Other payables, Payroll payables & accruals, and Other current liabilities); provided, however, that Net Working Capital shall exclude: (i) any accounts that are included in the foregoing definitions of Debt; (ii) cash and cash equivalents and, (iii) the amount, if any, of any Trade receivables attributable to the customer SpaceJLTZ;

Net Working Capital Adjustment means the amount equal to Net Working Capital at Closing less Target Net Working Capital, which difference may be positive or negative, where:

Net Working Capital at Closing is derived from the Closing Accounts and prepared in line with the sample calculation provided for in Annex 6, and

Target Net Working Capital means EUR 1,485,000 (one million four hundred eighty-five thousand euros).

For the avoidance of any doubt, the Purchase Price illustrative calculation is attached to this Agreement as Annex 6.

For avoidance of Doubt, the Company and the Sellers shall be entitled to: 1) perform any necessary actions in order to exercise InMotion Option, Management Option and contribution of US Company shares into the share capital of the Company in accordance to Section 3.1.1(d); 2) make any Permitted Payments, 3) borrow or repay any loans under the loan agreements concluded prior the Signing Date by the Company and the Sellers, without having prior written consent of the Buyer irrespective if such actions falls within the provisions provided in this Section.

Except for the cases provided under the Agreement, if the Closing does not occur on the Closing Date due to any reasons, other than the failure of any Party to properly perform its obligations set forth in this Agreement, the Closing shall take place on the other date which is the earliest possible, but in any case not later than 150 (one hundred fifty) days after the Signing Date (the “Long Stop Date”). If the Closing is postponed to another date in accordance with this Section, the provisions of this Agreement will apply as if that other date is the date set forth for the Closing in this Section 5.1.

In the event the Buyer suffers a Loss as a result of a Warranty Breach, the Sellers shall be severally, and not jointly, liable for the Buyer’s Loss, and the maximum liability of any such Seller shall not exceed the maximum amount of the Claim (which may be asserted by the Buyer against the Sellers under terms and conditions of this Agreement, including limitations of liability and maximum aggregate amount of liability indicated in Section 8.5.3) divided on a pro rata basis by such Seller’s portion of the received Purchase Price.

This Agreement shall come into effect on the Signing Date when it is signed by the Parties.

(the “Recipients” and each one of them a “Recipient”) to the extent that it is necessary for the purposes of this Agreement;

This Agreement and the relations between the Parties in connection with this Agreement will be governed and the Agreement will be construed in accordance with the Laws of the Republic of Lithuania.

This Agreement and each document referred to in it constitute the entire agreement between the Parties and supersede any previous negotiations, understandings and agreements, whether written or oral, between the Parties relating to the subject matter of this Agreement. The Agreement sets out the complete legal relationship of the Parties arising from or in connection with such subject matter.

If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired. Any provision of this Agreement held invalid or unenforceable only in part or to a certain degree will remain in full force and effect to the extent not held invalid or unenforceable. The Parties will amend this Agreement by replacing such illegal, invalid or unenforceable provisions with legal, valid and enforceable provisions which would produce as nearly as possible the result intended by the Parties. If the Parties fail to amend the Agreement, the provision, which is held invalid, illegal or unenforceable shall be deemed deleted and the remaining provisions of the Agreement shall continue in full force and effect. The Parties will make all their reasonable endeavours to ensure the implementation of all the provisions under the Agreement.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties or duly authorised representatives of the Parties have executed this Agreement in 6 identical counterparts in the English language each deemed to be of equal legal power. The Buyer and the Sellers shall retain one counterpart each. One counterpart will be given to the Company.

ANNEX 3

SELLERS’ WARRANTIES

The capitalized terms used in this Annex 1.1 shall bear the same meaning as they are ascribed to in the Agreement.

The Sellers hereby severally warrant to the Buyer that the following Sellers’ Warranties are true, correct and accurate on the Signing Date and shall remain as such on the Closing Date as if made anew unless given as of the specific date.