0001193125-06-199212 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 28th, 2006 • Skyterra Communications Inc • Communications services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2006, is by and between Motient Corporation, a Delaware corporation (“Motient”), and SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”). Certain capitalized terms used herein are defined in Section 7 below. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the MSV Exchange Agreement (as hereinafter defined).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MOBILE SATELLITE VENTURES LP
Limited Partnership Agreement • September 28th, 2006 • Skyterra Communications Inc • Communications services, nec

THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Limited Partnership Agreement, dated as of November 12, 2004 of Mobile Satellite Ventures LP (“MSV”), as amended from time to time (the “Agreement”) is hereby adopted by the limited partners of MSV this 25th day of September 2006.

AMENDMENT NO. 4 TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • September 28th, 2006 • Skyterra Communications Inc • Communications services, nec

THIS AMENDMENT NO. 4 (this “Amendment”) to the Amended and Restated Stockholder’s Agreement, dated as of November 12, 2004 of Mobile Satellite Ventures GP (“MSV GP”), as amended from time to time (the “Agreement”) is hereby adopted by the stockholders of MSV GP this 25th day of September 2006.

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