0001193125-10-181356 Sample Contracts

AMENDMENT # 2
End User License Agreement • August 6th, 2010 • Terrestar Corp • Communications services, nec

THIS AMENDMENT NO. 2 (“Amendment”) to the MASTER SUPPLY AGREEMENT between TerreStar Corporation, a Delaware corporation, on behalf of itself and its affiliated companies, including TerreStar Networks Inc., having an office at 12010 Sunset Hills Road, Sixth Floor, Reston, Virginia 20190 (“TerreStar”) and Elektrobit Inc., a Delaware corporation having an office at 22745 29th Drive SE, Suite 200, Bothell, Washington 98021 (“EB”), dated December 1, 2009 (the “Agreement”), is made this 28th day of April, 2010 (“Effective Date”) by and between TerreStar and EB. Capitalized terms that are not otherwise defined in this Amendment have the meaning defined in the Agreement.

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SATELLITE MINUTES AGREEMENT
Satellite Minutes Agreement • August 6th, 2010 • Terrestar Corp • Communications services, nec • New York

THIS SATELLITE MINUTES AGREEMENT (the “Agreement”) is entered into as of May 6, 2010 (“Effective Date”), between TerreStar Networks Inc., a Delaware corporation (“TerreStar”), SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra Communications”) and SkyTerra, LP, a Delaware limited partnership (“SkyTerra LP” and together with SkyTerra Communications, “SkyTerra”).

Exclusivity Agreement
Exclusivity Agreement • August 6th, 2010 • Terrestar Corp • Communications services, nec • New York

This Exclusivity Agreement (this “Agreement”) dated May 6, 2010 is among TerreStar Corporation (“TerreStar”), TerreStar Networks Inc. (“Networks” and together with TerreStar, the “Company”), SkyTerra LP, SkyTerra Communications, Inc. and HGW Holding Company, L.P. (“HGW Holding Company” and together with SkyTerra LP and SkyTerra Communications, Inc., “SkyTerra”). The Company and SkyTerra are each referred to herein as a “party” and collectively referred to herein as the “parties”.

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