Unassociated Document


    Exhibit
10.2

    


    CONFIDENTIAL
TREATMENT

    


    Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934. Such portions are marked “[*]”
in this document; they have been filed separately with the
Commission.

    
      
         

        
          
            
              
                
                  	
                           

                        	
                           

                        


                

              

            

          

          
             

          

        

      

    

    


    


    


    AMENDMENT
NO. 2

    


    TO

    


    CONTRACT
NUMBER GINC-C-08-0390

    


    BETWEEN

    


    GLOBALSTAR,
INC.

    


    AND

    


    HUGHES
NETWORK SYSTEMS, LLC

    


    FOR

    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
          HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

        

        
          

        

      

      
        
        

      

    

     

    This
Amendment No. 2 ("Amendment") is entered into effective as of August 28, 2009
("Effective Date"), by and between Hughes Network Systems, LLC, a limited
liability company organized under the laws of Delaware (hereinafter referred to
as the "Contractor") with its principal place of business at 11717 Exploration
Lane Germantown, Maryland 20876 USA, and Globalstar, Inc., a company
incorporated under the laws of Delaware with its principal place of business at
461 South Milpitas Boulevard, Milpitas, California 95035 (hereinafter referred
to as "Globalstar" or "Customer").  As used herein, Contractor and
Globalstar may be referred to individually as a "Party" and collectively as the
"Parties".

    


    WHEREAS,
the Parties entered into Contract No. GINC-C-08-0390 for the delivery of the
Radio Access Network (RAN) and the User Terminal Subsystem (UTS)
("Contract");

    


    WHEREAS,
the Parties entered into a Letter Agreement, dated September 22, 2008, for the
deferral of payment of certain Payment Milestones ("Deferred Payments") under
the Contract, subject to interest;

    


    WHEREAS,
the Parties entered into Amendment No. 1, dated June 16, 2009, to the Contract
for the payment of the Deferred Payments with interest, the PDR Payment
Milestone and advance payments in the aggregate amount of $10,000,000 ("ADVANCE
PAYMENT");

    


    WHEREAS,
Globalstar now seeks to extend the schedule of the RAN and UTS program by
fifteen (15) months and to revise certain payment milestones and program
milestones to reflect the revised program timeline;

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and intending to be legally bound hereby, the Parties agree to
amend the Contract as follows:

    


    1.           Exhibit
C, Pricing Schedule and Payment Plan (Revision B), dated June 16, 2009, shall be
deleted and replaced in its entirety by a new Exhibit C, Pricing Schedule and
Payment Plan (Revision C), dated August 28, 2009.

    


    2.           Payment
Milestones #6-13 shall be invoiced on the first day of the month of the
applicable Invoice Date.

    


    3.           The
program milestone schedule will be aligned with the payment milestone schedule,
and the Parties shall cooperate and work together in good faith to revise the
program milestones set forth in Tables 3-3 and 3-4 of Exhibit A, Statement of
Work (Revision A), dated May 1, 2008 ("Statement of Work")
accordingly.  Within thirty (30) days of the Effective Date of this
Amendment, the Parties shall mutually agree on a revised program milestone
schedule and shall amend the Statement of Work to incorporate the revised agreed
program milestone schedule.

    


    4.           This
Amendment shall be governed by and interpreted according to the laws of the
state of New York.

    


    5.           This
Amendment may be signed in counterparts and each original counterpart shall be
deemed binding on each Party collectively and individually.

    


    6.           Except
as amended herein, all terms and conditions of the Contract shall remain in full
force and effect.

    


    
      
        
        

      

      
        
          HUGHES
AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY

        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
Parties hereto have signed this Amendment in duplicate.

    


    
      
        
          
            
              
                
                  
                    
                      	GLOBALSTAR, INC.	 	HUGHES NETWORK SYSTEMS, LLC	 
	 	 	 	 
	BY:	
                              /s/ Paul Rosati

                            	 	BY:	
                              /s/ Sean Fleming

                            	 
	 	 	 	 	 	 
	Name: 	
                              Paul
      Rosati

                            	 	Name: 	
                              Sean
      Fleming

                            	 
	 	 	 	 	 	 
	Title:	
                              Contracts
      Manager

                            	 	Title:  	
                              Senior
      Counsel

                            	 
	 	 	 	 	 	 
	Date:	
                              August
      28, 2009

                            	 	Date:	
                              August
      28, 2009

                            	 


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            
              
                
                  	
                           

                        	
                           

                        


                

              

            

          

          
             

          

        

      

    

    


    


    H36750

    


    


    


    


    


    


    


    


    


    


    


    


    


    RADIO
ACCESS NETWORK (RAN)

    AND
USER TERMINAL SUBSYSTEM (UTS)

    


    


    EXHIBIT
C:  PRICING SCHEDULE AND PAYMENT PLAN

    


    Revision
C

    


    


    August
28, 2009

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    REVISION
HISTORY

     

    
      


      
        
          	
                  Revision

                	
                  Issue
      Date

                	
                  Scope

                
	
                  A

                	
                  05/1/2008

                	
                  Contract
      version

                
	
                  B

                	
                  06/16/2009

                	
                  Contract
      amendment

                
	
                  C

                	
                  08/28/2009

                	
                  Contract
      amendment

                


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TABLE
OF CONTENTS


     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	SECTION 	PAGE
	 	 
	
                                          1.0    PRICE SCHEDULE 

                                        	
                                          1-5

                                        
	1.1    BASELINE
      RAN AND UTS 	1-5
	1.2    OPTIONS
      	1-6
	1.3    TIME AND
      MATERIAL (T&M) RATE 	1-7
	 	 
	2.0    PAYMENT
      MILESTONES AND PLAN	1-8


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    1.0   Price
schedule

     

    
      1.1    BASELINE
RAN AND UTS

       

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	
                                                                                                      Line

                                                                                                      Item

                                                                                                    	 	
                                                                                                      Supplies/Services

                                                                                                    	 	
                                                                                                      Price
      (USD)

                                                                                                    	 
	
                                                                                                      NON-RECURRING
      ENGINEERING (NRE)

                                                                                                    	 	$	[	*]
	1 
      	 	
                                                                                                      [*]

                                                                                                    	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                                                                                                       

                                                                                                    	 	
                                                                                                       

                                                                                                    	 	$	[	*]
	
                                                                                                      2

                                                                                                    	 	
                                                                                                      Documentation
      and Program Reviews

                                                                                                    	 	
                                                                                                      Included

                                                                                                    	 
	
                                                                                                      3

                                                                                                    	 	
                                                                                                      Operations
      and Maintenance Training

                                                                                                    	 	$	[	*]
	
                                                                                                      4

                                                                                                    	 	
                                                                                                      RAN
      and UTS NRE Additions

                                                                                                    	 	$	[	*]
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	$	[	*]
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	
                                                                                                      Included

                                                                                                    	 
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	
                                                                                                      Included

                                                                                                    	 
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	
                                                                                                      Included

                                                                                                    	 
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	$	[	*],
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	
                                                                                                      Included

                                                                                                    	 
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	$	[	*]
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	$	[	*]
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	
                                                                                                      included

                                                                                                    	 
	 
      	 	
                                                                                                      [*]

                                                                                                    	 	
                                                                                                      Included

                                                                                                    	 
	 	 
	
                                                                                                      RECURRING

                                                                                                    	 	$	[	*]
	
                                                                                                      5

                                                                                                    	 	
                                                                                                      Build,
      delivery, installation, performance verification and testing of 9 RANs
      (including first article)

                                                                                                    	 	$	[	*]
	 	 	[*]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
      	 	
                                                                                                      Design,
      build, delivery, installation, performance verification and testing of 9
      RANs

                                                                                                    	 	$	[	*]
	 
      	 	
                                                                                                      Credit
      for Customer performing Installation and Commissioning for RAN# 6, #7, #8
      & #9 (Contractor to provide on-site supervision only for installation,
      performance verification and testing)

                                                                                                    	 	$	[	*]
	
                                                                                                      6

                                                                                                    	 	
                                                                                                      Critical Spare Parts- located at
      each RAN site

                                                                                                    	 	
                                                                                                      included

                                                                                                    	 
	
                                                                                                      7

                                                                                                    	 	
                                                                                                      Critical
      Spare Parts- located at Customer Depot

                                                                                                    	 	$	[	*]
	
                                                                                                      8

                                                                                                    	 	
                                                                                                      Manufacture
      and Deliver 250,000 Satellite Air Interface Chips

                                                                                                      Includes
      3rd parts software, Delivery EA-Works Foundry, Delivery as per agreed upon
      delivery schedule

                                                                                                    	 	$	[	*]
	
                                                                                                      9

                                                                                                    	 	
                                                                                                      Expansion
      of capacity-
      from 120 VEC/480
      Kbps to 200 VEC/800 Kbps in the
      same FDM channel;
      for all 9 RANs

                                                                                                    	 	$	[	*]
	 
      	 	
                                                                                                      Expansion
      of capacity from 120 VEL480 Kbps. to 200 VEC:800 Kbps in the same FDM channel; Price per
      RAN

                                                                                                    	 	$	[	*]
	
                                                                                                      TOTAL
      CONTRACT PRICE

                                                                                                    	 	$	[	*]


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

    

    
      1.2     OPTIONS

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        OPTIONS

                                                      	 
	
                                                        Line Item

                                                      	 	
                                                        Supplies/Services

                                                      	 	
                                                        Price
      (USD)

                                                      	 
	
                                                        1

                                                      	 	
                                                        Unit
      price for Additional RANs up to Quantity 25 (incl. 12 mo h/w
      Warranty)

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 
	
                                                        2

                                                      	 	
                                                        Animal
      Extended Software Maintenance & Support (second year onwards) Includes
      RAN and RTDM Software

                                                        Includes
      1100 hours of engineering support (Ex-Works) per year Additional
      engineering support available at T&M rates

                                                        Start
      date as defined in Exhibit A, Independent of number of RANs SOW as per
      Exhibit 0 (on-site support subject to T&M rates)

                                                        Total
      Price per year

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        3

                                                      	 	
                                                        Annual
      Extended Hardware Warranty-per
      RAN Start date as defined in Exhibit A.

                                                        SOW
      as per Exhibit 0 (on-site support excluded)

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        4

                                                      	 	
                                                        Bridge
      Extended Hardware Warranty-per
      RAN per month

                                                        Available
      only in the first partial year of extended warranty-
      period of each RAN Start Date as defined in Exhibit A

                                                        SOW
      as per Exhibit D (on-site support excluded.)

                                                        Price
      per RAN per month (Monthly rate derived by dividing the prevailing option
      3 price by 12 at the time of election)

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : concurrent with Option 3

                                                      	 	 	 	 
	
                                                        5

                                                      	 	
                                                        Broadcast
      Audio/Visual capability in the RAN

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        6

                                                      	 	
                                                        Expansion
      of capacity from 200 VEC/800 Kbps to 875 VEC/3.5 Mbps in the same FDM
      channel; Price per RAN

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        7

                                                      	 	
                                                        Expansion
      of capacity from one FDM channel with 200 VEC1800 Kbps to two FDM
      channels, 120 VEC/480 Kbps in second FDM channel; Both FDM channels
      operate within the same 7.5 MHz of spectrum.

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        8

                                                      	 	
                                                        Expansion
      of capacity from one FDM channel with 200 VEC/800 Kbps to two FDM
      channels, 200 VEC/800 Kbps in each FDM channel; Both FDM channels operate
      within the same 7.5 MHz of spectrum.

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        9

                                                      	 	
                                                        Expansion
      of capacity-
      from one FDM channel with 875 VEC/1.5 Mbps to two FDNI channels, 875
      VEC/3.5 Mbps in each FDM channel; Both FDM channels operate within the
      same 7.5 MHz spectrum.

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        10

                                                      	 	
                                                        1
      Mb/s forward bearer capability in the Satellite Air Interface
      Chip

                                                      	 	 	 	 
	 
      	 	
                                                        NRE

                                                      	 	$	[	*]
	 
      	 	
                                                        Recurring
      incremental cost per chip

                                                      	 	$	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        11

                                                      	 	
                                                        Volume
      tail Pricing for additional Satellite Air Interface Chips

                                                      	 	 	 	 
	 
      	 	
                                                        Annual
      quantity= 1 million

                                                      	 	 	[	*]
	 
      	 	
                                                        Annual
      quantity= 2 million

                                                      	 	 	[	*]
	 
      	 	
                                                        Annual
      quantity= 5 million

                                                      	 	 	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 
	
                                                        12

                                                      	 	
                                                        License of Satellite Air
      Interface Chip Software and Firmware only for use in Customer's own
      developed Chip one license per chip)

                                                      	 	 	 	 
	 
      	 	
                                                        Annual
      quantity = 250,000

                                                      	 	 	[	*]
	 
      	 	
                                                        Annual
      quantity = 500,000

                                                      	 	 	[	*]
	 
      	 	
                                                        Annual
      quantity =1 million+

                                                      	 	 	[	*]
	 
      	 	
                                                        Option
      Validity Period : EDC [*]

                                                      	 	 	 	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      TIME
AND MATERIAL (T&M) RATE

    

    
       

      
        
          
            
              
                
                  	
                          Time:

                        	
                          US$[*] per man-month

                        
	Materials and
      Travel:   	Contractor’s actual
      cost plus [*]%
	Rate Validity
      Period: 	EDC+ 36 months;
      thereafter adjusted for escalation, capped at
[*].


                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.0   PAYMENT
MILESTONES and plan

    


    The
Payment Milestones and Plan is provided below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	
                                                                                               Number 

                                                                                            	   	
                                                                                               Project
      Milestone 

                                                                                            	
                                                                                               Invoice
      Date 

                                                                                            	   	
                                                                                               Source
      of Advance  

                                                                                               Payment 

                                                                                            	   	  
      	   	
                                                                                               Regular
      Payment 

                                                                                            	   	   	
                                                                                               Total 

                                                                                            	   
	  
      	   	  
      	  
      	   	   	   	  
      	   	   	   	   	   	   
	
                                                                                               Design
      Phase 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	   	   
	
                                                                                               1 

                                                                                            	   	
                                                                                               Effective
      Date of Contract (EDC) 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	 $[*] 	 	 
	
                                                                                               2 

                                                                                            	   	
                                                                                               Kickoff
      Review (KOR) 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	 $[*] 	   	   
	
                                                                                               3 

                                                                                            	   	
                                                                                               Progress
      Payment 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	 $[*] 	   	   
	
                                                                                               4 

                                                                                            	   	
                                                                                               Preliminary
      Design Review (PDR) complete 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	
                                                                                               See
      4.a 

                                                                                            	   
	
                                                                                               4a 

                                                                                            	   	
                                                                                               Deferred
      Payments 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	 $[*] 	   	   
	
                                                                                               4b 

                                                                                            	   	
                                                                                               Interest
      on Deferred Payments 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	 $[*] 	   	   
	
                                                                                               4c 

                                                                                            	   	
                                                                                               ADVANCE
      PAYMENT 

                                                                                            	  
      	   	   	   	  
      	   	   	   	   	 $[*] 	   	   
	
                                                                                               5 

                                                                                            	   	
                                                                                               RAN
      Critical Design Review (CDR) complete 

                                                                                            	
                                                                                               Aug-09 

                                                                                            	   	   	   	  
      	   	   	   	   	 $[*] 	   	   
	
                                                                                               6 

                                                                                            	   	
                                                                                               Technical
      Interchange Review meeting to review updated Technical Specifications
      incorporating agreements from previous reviews. 

                                                                                            	
                                                                                               Jan-10 

                                                                                            	   	   	
                                                                                               ($)[*] 

                                                                                            	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               7 

                                                                                            	   	
                                                                                               RAN-CN
      IuPS interface control plane testing complete 

                                                                                            	
                                                                                               Apr-10 

                                                                                            	   	   	
                                                                                                    
                                                                                                 ($)[*] 

                                                                                              

                                                                                            	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               8 

                                                                                            	   	
                                                                                               EMS
      GUI and RNC Fault Management integration testing
    complete 

                                                                                            	
                                                                                               Jul-10 

                                                                                            	   	   	
                                                                                                    
                                                                                                 ($)[*] 

                                                                                              

                                                                                            	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               9 

                                                                                            	   	
                                                                                               Tape
      out for SAIC 

                                                                                            	
                                                                                               Oct-10 

                                                                                            	   	   	
                                                                                                    
                                                                                                 ($)[*] 

                                                                                              

                                                                                            	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               Production
      Phase 

                                                                                            	  
      	   	   	   	   	  
      	   	   	   	   	   	   	   	   
	
                                                                                               10 

                                                                                            	   	
                                                                                               Site
      Surveys complete 

                                                                                            	
                                                                                               Jan-11 

                                                                                            	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               11 

                                                                                            	   	
                                                                                               Deliver
      prototype chip to Customer’s UT Vendor 

                                                                                            	
                                                                                               Apr-11 

                                                                                            	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               12 

                                                                                            	   	
                                                                                               Deliver
      sample pre-production chips to Customer’s UT Vendor 

                                                                                            	
                                                                                               Jul-11 

                                                                                            	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                                                               13 

                                                                                            	   	
                                                                                               Material
      order 

                                                                                            	
                                                                                               Oct-11 

                                                                                            	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	 	 


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                 Number 

                                              	   	
                                                 Project
      Milestone 

                                              	
                                                 Invoice
      Date 

                                              	   	   	
                                                 Source
      of Advance  

                                                 Payment 

                                              	   	
                                                 

                                              	   	   	
                                                 Regular
      Payment 

                                              	   	   	   	
                                                 Total  

                                              	   
	
                                                 14 

                                              	   	
                                                 Test
      RAN & RAN#1 Shipment from Factory 

                                              	
                                                 Feb-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 15 

                                              	   	
                                                 Complete
      RAN FAT 

                                              	
                                                 Apr-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 16 

                                              	   	
                                                 Complete
      SySAT and Provisional  Acceptance as per Exhibit
      A 

                                              	
                                                 Jul-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 17 

                                              	   	
                                                 Complete
      of RAN#3 in service (start of Customer’s commercial service in North
      America with first 3 RANs) 

                                              	
                                                 Aug-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 18 

                                              	   	
                                                 Complete
      OAT of RAN#4 

                                              	
                                                 Sep-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 19 

                                              	   	
                                                 Complete
      OAT of RAN#5 

                                              	
                                                 Sep-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 20 

                                              	   	
                                                 Complete
      OAT of RAN#6 

                                              	
                                                 Oct-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 21 

                                              	   	
                                                 Complete
      OAT of RAN#7 

                                              	
                                                 Oct-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 22 

                                              	   	
                                                 Complete
      OAT of RAN#8 

                                              	
                                                 Nov-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	
                                                 23 

                                              	   	
                                                 Completion
      of the Work (latter of 9th
      RAN OAT and Final Acceptance as defined in Exhibit A, overall no later
      than EDC+55 months) 

                                              	
                                                 Nov-12 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	   	   
	  
      	   	  
      	  
      	   	   	   	   	
                                                 SUBTOTAL 

                                              	   	   	   	   	   	 $[*] 	 	 
	  
      	   	  
      	  
      	   	   	   	   	  
      	   	   	   	   	   	   	   	   
	
                                                 Manufacture
      and Delivery of 250K Satellite Air Interface Chips (Item #8 in Section
      1.1) 

                                              	   	   	   	   	  
      	   	   	   	   	   	   	   	   
	  
      	   	  
      	  
      	   	   	   	   	  
      	   	   	   	   	   	   	   	   
	  
      	   	
                                                 Final
      Delivery Payments ([*]) 

                                              	
                                                     Apr-12
      thru  

                                                 Apr-13 

                                              	   	   	   	   	  
      	   	 $[*] 	   	   	   	 $[*] 	 	 
	  
      	   	  
      	  
      	   	   	   	   	
                                                 TOTAL 

                                              	   	   	   	   	   	 $[*] 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    The chip
prices quoted above are for delivery of the ordered quantity within one
year.  Customer desires to gain the benefit of cumulative volume
pricing with deliveries over multiple years.  Customer shall therefore
be entitled to participate with Contractor in the negotiation of the supply
contract terms with Contractor's supplier.  In the event and to the
extent that Customer and Contractor are able jointly to successfully negotiate
supply contract terms which include more favorable volume pricing Contractor
will extend such terms to the Customer on back-to-back basis and the Contract
shall be amended accordingly.