0001341004-07-000124 Sample Contracts

FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 10th, 2007 • Skyterra Communications Inc • Communications services, nec • New York

This stock purchase agreement (this “Agreement”) is entered into this [ ] day of [ ], [ ], by and between [ ] (“Purchaser”), MSV Investors, LLC, a Delaware limited liability company (“MSV Investors”), and SkyTerra Communications, Inc., a Delaware corporation (the “Company”).

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AMENDMENT NO. 2 TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MOBILE SATELLITE VENTURES LP
Limited Partnership Agreement • January 10th, 2007 • Skyterra Communications Inc • Communications services, nec

THIS AMENDMENT NO. 2 (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 5th day of January 2007.

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