0001193125-07-057198 Sample Contracts

SKYTERRA COMMUNICATIONS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Delaware

This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of the 11th day of January, 2007, is entered into by and between SkyTerra Communications, Inc., a Delaware corporation (the “Company”), and Robert Lewis (the “Grantee” and, together with the Company, the “Parties”).

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MOBILE SATELLITE VENTURES LP and MSV FINANCE CO., as Issuers, the GUARANTORS named herein and THE BANK OF NEW YORK, as Trustee
Indenture • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • New York

INDENTURE, dated as of March 30, 2006 (the “Indenture”), among MOBILE SATELLITE VENTURES LP, a Delaware limited partnership (the “Company”), MSV FINANCE CO., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”), the GUARANTORS (as defined herein) parties hereto and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Delaware

THIS AGREEMENT dated as of January 27, 2006 is made by and between Mobile Satellite Ventures LP, a Delaware limited partnership (the “Company”), and Scott Macleod (the “Executive”).

Re: Employment Agreement
Employment Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Virginia

We are pleased to welcome you to Mobile Satellite Ventures and look forward to having you with us. The purpose of this letter is to set forth an Agreement of the terms and conditions of your employment with Mobile Satellite Ventures, LP (the Company).

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by “[***Redacted***]”, and the omitted text has been filed separately with...
Contract • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • New York

THIS CONTRACT, made as of the 9th day of January, 2006, by and between MSV LP, a limited partnership organized and existing under the laws of Delaware (“MSV” or “Customer”), and Boeing Satellite Systems, Inc., a corporation incorporated under the laws of Delaware (“Contractor”) (hereinafter referred to individually as “Party” and collectively as the “Parties”).

CAPACITY LEASE AGREEMENT November 26, 2001
Capacity Lease Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • New York
SHAREHOLDERS AGREEMENT November 26, 2001
Shareholder Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Ontario
AGREEMENT
Executive Employment Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Delaware

THIS AGREEMENT dated as of February 29, 2004 is made by and between Mobile Satellite Ventures LP, a Delaware limited partnership (the “Company”), and Alex H. Good (the “Executive”).

April 3, 2006 Mr. Alexander H. Good Mobile Satellite Ventures 10802 Parkridge Boulevard Reston, VA 22091 Dear Alex,
Change of Control Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec

This letter (“Letter”) will confirm the agreement MSV has reached with you to modify and amend certain terms of your continuing employment as Chief Executive Officer of Mobile Satellite Ventures, LP (“MSV” or “the Company”), as reflected in: 1) the Agreement dated as of February 29, 2004 relating to Change of Control (“Change of Control Agreement”); and 2) the Letter dated February 26, 2004 relating to your Employment (“Employment Letter”). The terms of this Agreement has been confirmed by the Compensation Committee and ratified by the Board of Directors.

SATELLITE DELIVERY AGREEMENT
Satellite Delivery Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • New York

THIS SATELLITE DELIVERY AGREEMENT by and between Mobile Satellite Ventures (Canada) Inc. (“MSV Canada”) and Mobile Satellite Ventures LP (“MSV LP), is made effective as of February 22, 2007 (the “Effective Date”).

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Confidentiality, Non-Competition and Non-Solicitation Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Virginia

THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is entered into this 24th day of February, 2005 (the “Effective Date”) by and between Mobile Satellite Ventures (“Company”) and Alexander H. Good (“Executive”), who, intending to be legally bound, hereby agree as follows:

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Confidentiality, Non-Competition and Non-Solicitation Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Virginia

THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is entered into this 27th day of January, 2006 (the “Effective Date”) by and between Mobile Satellite Ventures (“Company”) and Scott Macleod (“Executive”), who, intending to be legally bound, hereby agree as follows:

MOBILE SATELLITE VENTURES LP
Nonqualified Unit Option Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec
Contract
Intellectual Property Assignment and License Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • New York

SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT (the “Second Amended and Restated Agreement”), dated November 21, 2006 and effective as of October 01, 2006 (the “Effective Date”) by and between ATC Technologies, LLC, a Delaware limited liability company (“Technologies”) and TerreStar Networks Inc., a Delaware corporation (“TerreStar”).

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by “[***Redacted***]” and the omitted text has been filed separately with...
Contract No. MSV-Atc-01 • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec

This Amendment No. 2 to Contract No. MSV-ATC-01 dated January 9, 2006 (“Contract”), as amended, by and between Mobile Satellite Ventures LP, a limited partnership organized and existing under the laws of Delaware (“MSV” or “Customer”), and Boeing Satellite Systems, Inc., a corporation incorporated under the laws of Delaware (“Contractor”) (hereinafter referred to individually as “Party” and collectively as the “Parties”) is made effective this 11th day of September 2006.

MOBILE SATELLITE VENTURES LP
Phantom Unit Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec

This Agreement evidences a grant of Phantom Units under the Mobile Satellite Ventures LP 2001 Unit Incentive Plan (the “Plan”). The name of the recipient, the number of Phantom Units, the vesting schedule, and the time of payment are set forth in the cover page, which is part of this Agreement. The words “you,” “your,” and similar terms refer to the Participant to whom the Phantom Units are granted.

January 9, 2006 Scott MacLeod Pelham, NY 10803 Re: Employment Dear Scott:
Employment Agreement • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • Virginia

The purpose of this letter is to set forth an Agreement of the terms and conditions of your employment with Mobile Satellite Ventures, LP (the Company). This letter confirms our prior discussions.

AMENDMENT TO CONTRACT
Contract • March 16th, 2007 • Skyterra Communications Inc • Communications services, nec • New York

THIS AMENDMENT TO CONTRACT (this “Amendment”) is made this 3rd day of March, 2006 by and between Mobile Satellite Ventures LP, a Delaware limited partnership (“MSV”), and Boeing Satellite Systems, Inc., a Delaware corporation (“Contractor”).

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