Exhibit 10.2



 Exhibit 10.2 
 Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” 
 and has been filed separately with the Securities and Exchange Commission pursuant to a 
 Confidential Treatment Application filed with the Commission 
 Statement
of Work #             
 [***] Support 

1. INTRODUCTION 
 This Statement of Work
# (“SOW”) is made this 3rd day of September 2009 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Network Inc. (“TerreStar” or “TNS”) for the StarComm (Commercial ATC/SAT PDA)
testing against the [***] system. The second purpose is to support [***] activities during the duration of this SOW. This SoW is covered by Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as
amended (“Agreement”). Capitalized terms that are not otherwise defined in this SOW have the meaning defined in the Agreement. 
 2. REFERENCES 
 [***] 
 3. PROJECT OVERVIEW 
 [***] 
 4. PERIOD OF PERFORMANCE 
 This work will extend for a period of approximately [***], starting [***] and ending at [***], which
is currently scheduled for [***]. 
 5. SCHEDULE 
 [***] 
 6. TERRESTAR FURNISHED ITEMS 
 The following table list Terrestar Furnished Items to Elektrobit which originate from Program Parties or 3rd Parties. 








	 	1)	Terrestar to coordinate [***]. 

  

	 	2)	TerreStar to coordinate with [***]. 

  

	 	3)	TerreStar to coordinate with [***], when requested by EB 

  

	 	4)	Test plan [***] 

  

	 	5)	[***] 

 7. EB DELIVERABLES 
 The following list represents Elektrobit deliverables. The Deliverables are based on inputs from StarComm program and third parties as well as EB activities
during the SOW. 
 EB deliverables: 
  

	 	1)	EB will provide [***]. 

  

	 	2)	EB will provide daily status reports [***]. 

  

	 	3)	EB will provide [***]. 

  

	 	4)	EB will provide [***]. 

  

	 	5)	EB will provide [***]. 

  

	 	6)	EB will provide [***]. 

 Moreover, EB will use
commercially reasonable efforts to minimize the number of personnel changes supporting [***]. When a personnel change is required and the new person has not [***], there will be a transition overlap of at least [***] between the existing support
person and the new support person to minimize disruption caused by the change. This requirement may be waived by TerreStar. 
 8. PROJECT
DEPENDENCIES AND ASSUMPTIONS 
 The following table lists some but not all of the SOW dependencies and assumptions during the agreement
period. These inputs will work as enablers for EB work and have an effect on the schedule, cost and quality of EB support. Dependencies are indicated a D and Assumptions with an A. 
  

					
	 Item #
	  	 Category
	  	 Description

	 1.
	  	A	  	[***]
	 2
	  	D	  	[***]
	 3
	  	D	  	[***]
	 4
	  	D	  	[***]
	 5
	  	D	  	[***]

 9. PLACE OF PERFORMANCE AND DELIVERY TERMS 
 EB will perform the work [***]. EB support at alternative locations for demos will be mutually agreed to. 
  

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 10. ACCEPTANCE OF DELIVERABLES 
 As set forth in section 7 of the Agreement, TSN will notify EB of its acceptance or rejection of the deliverables within the [***] Acceptance period. See the schedule in section 5 in this SOW. 

11. PRICING AND PAYMENTS 
 The services
under this SOW will be performed on time and material basis including materials, travel and other expenses. 
  

	 	•	 	 Travel and accommodation expenses shall be authorized by Terrestar Networks in advance. Expenses will be invoiced to Terrestar Networks at
Elektrobit’s actual costs plus a [***]. 


 Billing, payment and other terms and conditions shall be according to
Agreement. 
 The not-to-exceed amount for the services and expenses are as follows. Exceeding these amounts requires written approval from
TerreStar Networks. 
  

			
	 Description
	  	 
	Resource costs [***]	  	[***] USD
	Resource costs [***]	  	[***] USD
	Traveling costs (flights, hotels, car rental, daily allowances)	  	[***] USD
	Other costs (e.g. test equipment lease or shipments to alternate locations)	  	[***] USD
	Total	  	[***] USD

 Table #. Not-to-exceed amount for the SOW 
 11.1. Invoicing 
 EB may invoice TSN once
per month, as set forth in Section 2.1.4 of the Agreement. 
 11.2. Payment 
 TSN will pay all undisputed amounts with in thirty (30) days of receipt of EB’s invoice, as set in section 2.1.4 of the Agreement. 
  

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 12. CONSULTANT MANAGEMENT AND THIRD PARTY COORDINATION 
 TSN and EB shall each appoint individuals who shall together serve as the Consultant Steering Group. The Consultant Steering Group will be called upon to
resolve any issue in day-to-day aspects of the support effort. 
 Items that can not be addressed or decided in the Consultant Steering Group
will taken to TerreStar for decisions. 
 [***] 
 13. CONSULTANT STEERING GROUP 
  

							
	 TerreStar
 Technical
	  	 Business
	  	 EB
 Technical
	  	 Business

	[***]	  	[***]	  	[***]	  	[***]

 14. INTELLECTUAL PROPERTY RIGHTS 
 Ownership and license rights for any EB deliverables provided under this SOW are covered by Section 6 (Ownership of Work Product) of the Agreement 
 IN WITNESS WHEROF the parties here to have caused this Statement of Work to be executed by their respective duly authorized representatives as of the last
date written below (the “Effective Date”) 
  

									
	TerreStar Networks Inc.	 		 	Elektrobit Inc.
					
	By:	 	 /s/ Vince Loiacono
	 		 	By:	 	 /s/ Jani Lyrintzis

	Name:	 	Vince Loiacono	 		 	Name:	 	Jani Lyrintzis
	Title:	 	Chief Accounting Office	 		 	Title:	 	VP & GM
	Date:	 	September 2, 2009	 		 	Date:	 	September 3, 2009

  

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