ex10_1.htm


    
      Exhibit
10.1

       

      Page 1 of
25

       

      EXECUTION
COPY

      


      STOCK
PURCHASE AGREEMENT

       

      This
STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 12, 2008, by
and among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., an exempted company
organized under the laws of the Cayman Islands (“Harbinger Master”), HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership
(“Harbinger Special” and, together with Harbinger Master, “Harbinger”), and
MOTIENT VENTURES HOLDING INC., a Delaware corporation (the
“Stockholder”).  Each of Harbinger Master, Harbinger Special and the
Stockholder is hereinafter referred to as a “Party” and collectively as the
“Parties.”

       

      WHEREAS,
the Stockholder currently owns 29,926,074 shares (the “Shares”) of non-voting
common stock, par value $0.01 per share (the “Non-Voting Common Stock”), of
SkyTerra Communications, Inc., a Delaware corporation (the
“Company”).  Except for the Shares, neither the Stockholder nor any of
its Affiliates (as hereinafter defined) owns any Equity Security (as hereinafter
defined) of the Company or any Subsidiary (as hereinafter defined) of the
Company.

       

      WHEREAS,
the Stockholder wishes to sell the Purchased Shares (as hereinafter defined) to
Harbinger and Harbinger wishes to purchase the Purchased Shares from the
Stockholder on the terms and conditions set forth in this
Agreement.

       

      WHEREAS,
the Stockholder wishes to sell the Other Shares (as hereinafter defined) to
Solus Alternative Asset Management or its affiliates (collectively, “Solus”),
Och Ziff Capital Management Group LLC or its affiliates (collectively, “Och
Ziff”), Millenium Partners L.P. or its affiliates (collectively, “Millenium”)
and George Haywood, on the terms and conditions set forth in the Other Purchase
Agreements (as hereinafter defined).

       

      NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Parties hereby agrees
as follows:

       

      ARTICLE
1

      DEFINITIONS

       

      Section
1.1        Certain
Definitions.  For purposes of this Agreement, the following terms
shall have the meanings specified in this Section 1.1:

       

      “Agreement”
has the meaning set forth in the preamble.

       

      “Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person, and the term “control” (including the terms
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through ownership of voting securities, by
contract or otherwise.  For the avoidance of doubt, neither Harbinger
nor any of its Affiliates shall be deemed to be in control of, or otherwise an
Affiliate of, the Stockholder or TerreStar Corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 2 of
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      “Business
Day” means any day excluding (i) Saturday, (ii) Sunday and (iii) any day on
which banking institutions located in the State of New York are required to be
closed for the conduct of regular business.

       

      “Closing”
has the meaning set forth in Section 2.2.

       

      “Closing
Date” means a date no later than three Business Days following the satisfaction
of the conditions set forth in Section 3.1, as reasonably determined by
Harbinger and notified to the Stockholder.

       

      “Common
Stock” means the Voting Common Stock and the Non-Voting Common
Stock.

       

      “Communications
Act” means the Communications Act of 1933, as amended, and the rules and
published policies of the FCC promulgated thereunder.

       

      “Company”
has the meaning set forth in the recitals.

       

      “Company
Consent” has the meaning set forth in Section 3.1(f).

       

      “Collateral
Agent” means the Collateral Agent specified in the Pledge
Agreement.

       

      “Equity
Security” means any stock, partnership interest (whether general or limited),
limited liability company interest, membership interest, beneficial interest or
similar security; any security convertible, with or without consideration, into
such a security, or carrying any warrant, option or right to subscribe to or
purchase such a security; or any such warrant, option or right.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      “FCC”
means the United States Federal Communications Commission.

       

      “FCC
Approval” means the consent and other actions of the FCC (including any action
duly taken by the FCC’s staff pursuant to delegated authority) (a) authorizing
Harbinger to own up to 100% of the Common Stock of the Company; and (b) with
respect to any other applications or petitions as may be required to be filed
with the FCC to consummate the transactions contemplated by this
Agreement.

       

      “Final
Settlement Date” means the final date as of which the Collateral Agent has
transferred and delivered all the Pledged Property to Harbinger Master and
Harbinger Special or to such other Person or Persons to whom the Collateral
Agent shall have sold the Pledged Property in accordance with the terms of the
Pledge Agreement.

       

      “Foreign
Ownership Ruling” means the Order and Declaratory Ruling, File
Nos.  ISP-PDR-20070314-00004 and ISP-PDR-20080111-00001, FCC 08-77,
adopted by the FCC on March 7, 2008.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
Page 3 of 25

       

      “GAAP”
means U.S.  generally accepted accounting principles.

       

      “Governmental
Entity” means any governmental or quasi-governmental body, whether
administrative, executive, judicial, legislative or other, or any combination
thereof, including any federal, state, territorial, county, local, municipal or
other government or governmental or quasi-governmental agency, arbitrator,
authority, board, body, branch, bureau, or comparable agency, commission,
corporation, court, department, instrumentality, mediator, panel, system or
other political unit or subdivision or other entity of any of the foregoing,
whether domestic or foreign.

       

      “Harbinger”
has the meaning set forth in the preamble.

       

      “Harbinger
Master” has the meaning set forth in the preamble.

       

      “Harbinger
Special” has the meaning set forth in the preamble.

       

      “Indemnified
Party” has the meaning set forth in Section 6.2(a).

       

      “Indemnifying
Party” has the meaning set forth in Section 6.2(a).

       

      “Initial
Shares” means 15,719,337 Purchased Shares, which shall be purchased from the
Stockholder and delivered to Harbinger on the Closing Date.

       

      “Law”
means any constitution, treaty, statute, law, ordinance, regulation, rule,
standard, code, rule of common law, order or other requirement or rule enacted
or promulgated by any Governmental Entity.

       

      “Lien”
means, with respect to any of the Shares, any lien, mortgage, pledge, charge,
security interest, proxy, voting agreement, voting trust or encumbrance of any
kind in respect of such Shares, whether or not filed, recorded or otherwise
perfected under applicable law, and any agreement to give any security
interest.

       

      “Losses”
has the meaning set forth in Section 6.2(a).

       

      “Millenium”
has the meaning set forth in the recitals.

       

      “Non-Cash
Distributions” has the meaning set forth in Section 2.4.

       

      “Non-Voting
Common Stock” has the meaning set forth in the recitals.

       

      “Och
Ziff” has the meaning set forth in the recitals.

       

      “Organizational
Documents” means as to any Person, the certificate of or articles of
incorporation, certificate of limited partnership, certificate of formation,
articles of organization, operating agreement, limited partnership agreement,
limited liability company agreement, stockholders agreements or bylaws or other
similar documents of such Person, as applicable.

       

      “Other
Shares” means the Shares minus the Purchased
Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 4 of
25

       

      “Other
Purchase Agreements” means the Purchase Agreements between the Stockholder and
each of Solus, Och Ziff, Millenium and George Haywood, each in substantially the
form of this Agreement, pursuant to which the Stockholder shall sell the Other
Shares to each of Solus, Och Ziff, Millenium and George Haywood and as further
specified on Schedule A hereto.

       

      “Party”
and “Parties” have the meanings set forth in the preamble.

       

      “Person”
means any individual, corporation, limited liability company, partnership, firm,
joint venture, association, joint-stock company, variable interest entity,
trust, unincorporated organization, Governmental Entity or other
entity.

       

      “Pledge
Agreement” means the Pledge Agreement dated as of the Closing Date by and
between the Parties and the Collateral Agent, in the form of Annex
A.

       

      “Pledged
Property” has the meaning set forth in the Pledge Agreement.

       

      “Purchased
Shares” has the meaning set forth in Section 2.1.

       

      “Purchase
Price” means an amount equal to the number of Purchased Shares multiplied by
$4.15.

       

      “Remaining
Shares” means 7,656,737 Shares (the Purchased Shares less the Initial
Shares).

       

      “SEC”
means the United States Securities and Exchange Commission.

       

      “Shares”
has the meaning set forth in the recitals.

       

      “Solus”
has the meaning set forth in the recitals

       

      “Stockholder”
has the meaning set forth in the preamble.

       

      “Subsidiary”
means any corporation, limited liability company, partnership, firm, joint
venture, association, joint-stock company, variable interest entity, trust, or
other organization, whether incorporated or unincorporated, (x) of which the
Company or any other Subsidiary of the Company is a general partner, or (y) at
least a majority of the securities or other interests of which, that have by
their terms ordinary voting power to elect a majority of the board of directors
or other body performing similar functions with respect to such corporation or
organization, is directly owned or controlled by the Company or by any one or
more of its Subsidiaries, or by the Company and one or more of its Subsidiaries
or (z) of which the Company or any other Subsidiary of the Company is the
primary beneficiary.

       

      “Termination
Date” has the meaning set forth in Section 3.3(a).

       

      “Transfer”
means to sell, give, donate, pledge, grant a security interest in, encumber or
otherwise transfer any Shares or any interest in any Shares.

       

      “Third
Party Claim” has the meaning set forth in Section 6.2(b).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 5 of
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      “Voting
Common Stock” means the voting common stock, par value $0.01 per share, of the
Company.

       

      Section
1.2 Other Definitional and Interpretive Matters.  Unless otherwise
expressly provided, for purposes of this Agreement the following rules of
interpretation shall apply:

       

      (a)           Calculation
of Time Period.  When calculating the period of time before which,
within which or following which any act is to be done or step taken pursuant to
this Agreement, the date that is the reference date in calculating such period
shall be excluded.  If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business
Day.

       

      (b)           Annexes.  The
Annexes to this Agreement are hereby incorporated and made a part hereof and are
an integral part of this Agreement.  Any capitalized terms used in any
Annex but not otherwise defined therein are used therein with the definition set
forth in the body of this Agreement.

       

      (c)           Gender.  Any
reference in this Agreement to gender shall include all genders.

       

      (d)           Headings.  The
division of this Agreement into Articles, Sections and other subdivisions and
the insertion of headings are for convenience of reference only and shall not
affect or be utilized in construing or interpreting this
Agreement.  All references in this Agreement to any “Article”,
“Section” or “Annex” are to the corresponding Article, Section or Annex of this
Agreement unless otherwise specified.

       

      (e)           Herein.  The
words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.

       

      (f)           Including.  The
word “including” or any variation thereof means “including without limitation”
and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it.

       

      (g)           No
Strict Construction.  The language used in this Agreement is the
language chosen by the Parties to express their mutual intent, and no rule of
strict construction will be applied against any Party.

       

      ARTICLE
2

      PURCHASE
AND SALE OF SHARES

       

      Section
2.1        Purchased
Shares.  Harbinger agrees to purchase 23,376,074 Shares (the
“Purchased Shares”), such Purchased Shares to be allocated between Harbinger
Master and Harbinger Special as specified on Schedule A hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 6
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        Section
2.2        Sale and Purchase of the
Shares.  Upon the terms and subject to the conditions contained
herein, the closing of the sale of the Initial Shares to Harbinger (the
“Closing”) shall occur on the Closing Date.  At the Closing, to be
held at the offices of Weil, Gotshal & Manges LLP, 100 Federal Street,
Boston, MA 02110 (or such other place as the Parties shall agree), (i) the
Stockholder shall indefeasibly sell, grant, assign, convey, transfer and deliver
to Harbinger Master, and Harbinger Master shall purchase, acquire and accept
from the Stockholder (free and clear of all Liens), all of the Stockholder’s
right, title and interest in and to the number of Initial Shares set forth
opposite Harbinger Master’s name on the attached Schedule A, (ii) the
Stockholder shall indefeasibly sell, grant, assign, convey, transfer and deliver
to Harbinger Special, and Harbinger Special shall purchase, acquire and accept
from the Stockholder (free and clear of all Liens), all of the Stockholder’s
right, title and interest in and to the number of Initial Shares set forth
opposite Harbinger Special’s name on the attached Schedule A, (iii) the
Stockholder, Harbinger Master, Harbinger Special and the Collateral Agent shall
enter into the Pledge Agreement with respect to the Remaining Shares, and (iv)
Harbinger shall pay to the Stockholder the aggregate Purchase Price for all of
the Purchased Shares; provided, that the actual
delivery from Stockholder to Harbinger of the Initial Shares as contemplated by
subsections (i) and (ii) may occur as promptly as practicable following receipt
of instructions from Harbinger, but in no event later than four (4) Business
Days after the Closing.

         

      

      Section
2.3        Deliveries by the Stockholder
and Harbinger at the Closing.  As promptly as practicable following
receipt of instructions from Harbinger, but in no event later than four (4)
Business Days after the Closing, (i) the Stockholder shall deliver to Harbinger
Master any and all instruments reasonably necessary to effect the indefeasible
transfer to Harbinger Master of the Initial Shares being purchased by Harbinger
Master from the Stockholder and to cause such Initial Shares to be registered in
the name of Harbinger Master or such nominee or nominees as Harbinger Master may
specify to the Stockholder in writing, (ii) the Stockholder shall deliver to
Harbinger Special any and all instruments reasonably necessary to effect the
indefeasible transfer to Harbinger Special of the Initial Shares being purchased
by Harbinger Special from the Stockholder and to cause such Initial Shares to be
registered in the name of Harbinger Special or such nominee or nominees as
Harbinger Special may specify to the Stockholder in writing.  At the
Closing, (i) the Stockholder shall deliver to the Collateral Agent certificates
representing the Remaining Shares together with signed stock powers and any
other instruments executed in blank necessary to permit the Collateral Agent to
effect the delivery and transfer of the Remaining Shares in accordance with the
terms of the Pledge Agreement and to permit the Collateral Agent to effect the
registration of the Remaining Shares in the name of Harbinger Master and
Harbinger Special or such other Person or Persons to whom the Collateral Agent
may sell the Remaining Shares; and (ii) Harbinger shall pay the aggregate
Purchase Price for all the Purchased Shares to the Stockholder by wire transfer
of immediately available funds to one account specified in writing by the
Stockholder to Harbinger at least three Business Days prior to the Closing
Date.  In addition, at the Closing the Stockholder and Harbinger shall
deliver the instruments referred to in Sections 3.1 and 3.2.

       

      Section
2.4        Adjustments.  If
prior to the Closing Date the Company shall effect any split, combination or
reclassification of its Non-Voting Common Stock, or declare or pay any non-cash
dividend or other distribution payable to the holders of its Non-Voting Common
Stock in additional shares of Common Stock, other securities or other property,
then (i) Harbinger’s right to purchase the Shares shall extend to all additional
shares of Common Stock, other securities and other property payable to the
Stockholder with respect to the Shares as a result of such split, combination,
reclassification, dividend or distribution and (ii) the Purchase Price shall be
adjusted in accordance with standard market adjustments to account for the
overall economic effect of such split, combination, reclassification, dividend
or distribution.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 7 of
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      Section
2.5        Pledge of Remaining
Shares.  If prior to the Final Settlement Date the Company effects any
split, combination or reclassification of its Non-Voting Common Stock or
declares or pays any dividend or other distribution payable to the holders of
its Non-Voting Common Stock in additional shares of Common Stock, other
securities or other property other than cash dividends (“Non-Cash
Distributions”), then the Stockholder shall promptly deliver any such Non-Cash
Distributions to the Collateral Agent to be held, delivered and transferred in
accordance with the terms of the Pledge Agreement.  The Collateral
Agent shall hold the Pledged Property in accordance with the terms of the Pledge
Agreement.  Upon receipt of written notice from Harbinger that
Harbinger has received FCC Approval to acquire the Pledged Property or that
Harbinger has determined that it may acquire the Pledged Property without FCC
Approval, the Collateral Agent shall transfer and deliver the Pledged Property
to, and effect the registration of the Pledged Property in the name of,
Harbinger Master, Harbinger Special or such of their respective nominees as they
may designate.  Upon receipt of written notice from Harbinger that
Harbinger has failed to receive required FCC Approval to acquire the Pledged
Property or has determined that it will not seek, or has abandoned efforts to
seek, required FCC Approval to acquire the Pledged Property, the Collateral
Agent shall sell the Pledged Property and remit the proceeds of such sale to
Harbinger.  In connection with any such sale or sales, the Collateral
Agent shall consult with Harbinger but shall not take any directions from
Harbinger.  Notwithstanding the foregoing, (a) Harbinger agrees that
it shall not instruct the Collateral Agent to transfer, deliver or effect the
registration of any of the Pledged Property in the name of Harbinger Master,
Harbinger Special or their respective nominees without Harbinger’s first having
obtained any necessary FCC Approval to acquire the Pledged Property and (b)
Harbinger shall not have the power to direct the Collateral Agent to transfer
and deliver the Pledged Property to, and effect the registration of the Pledged
Property in the name of, Harbinger Master, Harbinger Special or their respective
nominees or to sell the Pledged Property unless and until the Collateral Agent
determines that such disposition would not violate the Communications
Act.  Except upon the occurrence of an Event of Default and as
explicitly provided in the Pledge Agreement, until such time as the Collateral
Agent transfers and delivers the Pledged Property in accordance with the terms
of the Pledge Agreement, (x) title to the Pledged Property shall remain in the
Stockholder and the Pledged Property shall remain registered on the books of the
Company in the name of the Stockholder or its nominee; (y) the Stockholder shall
have the right to vote the Remaining Shares and any other voting securities
included within the Pledged Property; and (z) the Stockholder shall have the
right to receive any cash dividends declared or paid by the Company with respect
to the Remaining Shares and any other Pledged Property.

       

      Section
2.6        Other Shares.  The
Stockholder agrees to hold the Other Shares for sale to the Other Purchasers in
accordance with the terms of the Other Purchase Agreements through and including
September 15, 2008.  In the event the Stockholder and any or all of
the Other Purchasers fail to consummate the sale of any or all of the Other
Shares pursuant to the Other Purchase Agreements, Harbinger may, at its option,
(1) (i) decrease the number of Initial Shares and proportionately increase the
number of Remaining Shares, and (ii) decrease the number of Purchased Shares to
be exchanged for shares of Voting Common Stock pursuant to the agreement
contemplated by Section 3.1(f) hereof, and/or (2) through the date that is three
(3) Business Days after September 15, 2008, purchase some or all of the Other
Shares on the same terms and subject to the same conditions as the purchase of
the Purchased Shares pursuant to this Agreement.  In the event
Harbinger purchases any or all of the Other Shares pursuant to this Section 2.6,
such Other Shares shall be deemed Purchased Shares, the number of Purchased
Shares shall be increased by the number of such Other Shares, and the number of
Remaining Shares shall be increased by that number of such Other Shares as is
required pending receipt of the FCC Approval.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 8 of
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      ARTICLE
3

      CONDITIONS
PRECEDENT; TERMINATION

       

      Section
3.1        Conditions Precedent to
Harbinger’s Purchase of the Purchased Shares.  The obligations of
Harbinger to purchase and pay for the Purchased Shares are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions (any or all of which may be waived by Harbinger in its sole
discretion):

       

      (a)           the
representations and warranties of the Stockholder contained in Section 4.1(a)
shall have been true and correct, and the other representations and warranties
of the Stockholder contained in this Agreement shall have been true and correct
in all material respects, on and as of the date of this Agreement and on and as
of the Closing Date with the same force and effect as if made on and as of the
such date;

       

      (b)           the
Stockholder shall have performed and complied in all material respects with all
obligations and agreements required by this Agreement to be performed or
complied with by the Stockholder on or prior to the Closing Date;

       

      (c)           Harbinger
shall have received a certificate of the Stockholder, in form and substance
reasonably satisfactory to Harbinger, dated the Closing Date, to the effect that
each of the conditions specified in Section 3.1(a) and Section 3.1(b) has been
satisfied by the Stockholder;

       

      (d)           Harbinger
shall have received an opinion of legal counsel to the Stockholder as to the
matters listed in Annex B;

       

      (e)           there
shall not be in effect any order by any court or any other Governmental Entity
of competent jurisdiction restraining, enjoining or otherwise prohibiting the
sale of the Initial Shares by the Stockholder to Harbinger, the purchase of the
Initial Shares by Harbinger from the Stockholder, the pledge and subsequent
delivery of the Remaining Shares by the Stockholder for the benefit of Harbinger
or the payment of the aggregate Purchase Price for all of the Purchased Shares
by Harbinger to the Stockholder;

       

      (f)           the
Company shall have executed an agreement with Harbinger, in the form attached
hereto as Annex C;

       

      (g)           on
the Closing Date, the Stockholder and the Collateral Agent shall have executed
the Pledge Agreement; and

       

      (h)           the
Company shall have delivered to the Stockholder certificates representing the
Shares in appropriate denominations to enable the Stockholder to convey to
Harbinger the appropriate numbers of Initial Shares, and to deliver to the
Collateral Agent certificates representing the Remaining Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 9 of
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      Section
3.2        Conditions Precedent to the
Stockholder’s Sale of the Purchased Shares.  The obligations of the
Stockholder to sell the Purchased Shares to Harbinger are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions (any or all of which may be waived by the Stockholder in its sole
discretion):

       

      (a)           the
representations and warranties of Harbinger contained in this Agreement shall
have been true and correct in all material respects on and as of the date of
this Agreement and shall also be true and correct on and as of the Closing Date
with the same force and effect as if made on and as of the such
date;

       

      (b)           Harbinger
shall have performed and complied in all material respects with all obligations
and agreements required by this Agreement to be performed or complied with by
Harbinger on or prior to the Closing Date;

       

      (c)           the
Stockholder shall have received a certificate of Harbinger, in form and
substance reasonably satisfactory to the Stockholder, dated the Closing Date, to
the effect that each of the conditions specified in Section 3.2(a) and Section
3.2(b) has been satisfied;

       

      (d)           there
shall not be in effect any order by any court or any other Governmental Entity
of competent jurisdiction restraining, enjoining or otherwise prohibiting the
sale and delivery of the Initial Shares by the Stockholder to Harbinger, or the
pledge and subsequent delivery of the Remaining Shares by the Stockholder for
the benefit of Harbinger, or the payment of the aggregate Purchase Price for all
the Purchased Shares by Harbinger to the Stockholder;

       

      (e)           the
Company shall have executed the Company Consent in the form of Annex C;
and

       

      (f)           on
the Closing Date, Harbinger and the Collateral Agent shall have executed the
Pledge Agreement.

       

      Section
3.3        Termination.  This
Agreement may be terminated as follows:

       

      (a)           by
any Party, if the Closing shall not have occurred by the date that is 90 days
after the date hereof (the “Termination Date”), provided that the failure of the
closing to have occurred shall not have been proximately caused by a material
breach of this Agreement by the Party seeking to terminate pursuant to this
Section 3.3(a);

       

      (b)           by
Harbinger, prior to the Closing Date, if the Stockholder shall have materially
breached any of its covenants or agreements hereunder, or if any of its
representations and warranties hereunder shall have been materially breached,
and such breach shall not have been cured within 30 days or by the Termination
Date, or shall be, by its nature, incapable of being so cured;

       

      (c)           by
the Stockholder, prior to the Closing Date, if Harbinger shall have materially
breached any of its covenants or agreements hereunder, or if any of its
representations and warranties hereunder shall have been materially breached,
and such breach shall not have been cured within 30 days or by the Termination
Date, or shall be, by its nature, incapable of being so cured;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 10 of
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      (d)           by
any Party, prior to the Closing Date, if any court or any other Governmental
Entity of competent jurisdiction shall have issued an order restraining,
enjoining or otherwise prohibiting the delivery of the Initial Shares, and the
pledge and subsequent delivery of the Remaining Shares by the Stockholder for
the benefit of Harbinger, or the payment of the aggregate Purchase Price for all
the Purchased Shares by Harbinger to the Stockholder, and such order shall have
become final and not subject to appeal.

       

      Section
3.4        Effect of
Termination.  In the event this Agreement is terminated pursuant to
Section 3.3, it shall thereafter have no further effect; provided, however, that
no Party shall be relieved of liability for its prior breach
hereof.

       

      ARTICLE
4

      REPRESENTATIONS
AND WARRANTIES

       

      Section
4.1        Representations and
Warranties of the Stockholder.  The Stockholder hereby represents and
warrants to Harbinger as follows:

       

      (a)           Ownership
of Shares.  The Stockholder owns, as of the date hereof, and will
continue to own (i) through the Closing Date, good and valid title to the
Initial Shares, free and clear of any Liens, and (ii) through the Final
Settlement Date, good and valid title to the Remaining Shares, free and clear of
any Liens, except for the security interest granted in favor of the Collateral
Agent pursuant to the Pledge Agreement.  Except for the Shares,
neither the Stockholder nor any of its Affiliates owns any Equity Security of
the Company or any Subsidiary of the Company.  On the Closing Date the
Stockholder will have transferred to Harbinger, and Harbinger will have
acquired, good and valid title to the Initial Shares, free and clear of all
Liens.  On the Final Settlement Date, Harbinger (or such Person or
Persons to whom the Collateral Agent may sell the Remaining Shares in accordance
with the Pledge Agreement) will acquire good and valid title to the Remaining
Shares, free and clear of all Liens, except for any Liens arising as a result of
any actions by Harbinger or such other Person acquiring such title; provided, that with
respect to the acquisition of good and valid title in the event the Collateral
Agent sells the Remaining Shares to a Person other than Harbinger, that the
acquisition of such good and valid title assumes the due authorization,
execution and delivery of all documents required to be authorized, executed and
delivered by such Person in connection with such sale.  Except as
provided in the Foreign Ownership Ruling and Section 310(b) of the
Communications Act, neither the Stockholder nor the Shares are subject to any
contract, agreement or other understanding to which the Stockholder or any of
its Affiliates is a party that will restrict the right of Harbinger to sell or
otherwise Transfer any of the Shares or any interest in the Shares.

       

      (b)           Organization
and Good Standing of the Stockholder.  The Stockholder is an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite power and authority to
own the Shares and to consummate the transactions contemplated by this Agreement
and the Pledge Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
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      (c)           Authority.  The
Stockholder has all requisite power, authority and legal capacity to enter into
this Agreement and the Pledge Agreement and to consummate the transactions
contemplated hereby and thereby.  The execution and delivery of this
Agreement and the Pledge Agreement by the Stockholder, the performance of the
Stockholder’s obligations hereunder and thereunder, and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action of the Stockholder.  This Agreement and the Pledge
Agreement have been duly executed and delivered by the Stockholder, and,
assuming the due authorization, execution and delivery of this Agreement and the
Pledge Agreement by Harbinger, constitute valid and binding obligations of the
Stockholder, enforceable against the Stockholder in accordance with their terms,
except as enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to enforcement of
creditors’ rights generally and by general principles of equity.

       

      (d)           No
Conflict; Consents.  The execution and delivery by the Stockholder of
this Agreement and the Pledge Agreement do not, and, assuming receipt of the
Company Consent, the consummation of the transactions contemplated hereby and
thereby will not (i) conflict with, violate or constitute a breach or default
under the Organizational Documents of the Stockholder or any agreement to which
the Stockholder is a party or to which any of the Shares are subject, or (ii)
assuming receipt of FCC Approval with respect to the Remaining Shares, violate
any judgment, order, decree or Law applicable to the
Stockholder.  Except for FCC Approval with respect to the Remaining
Shares and the Company Consent, no consent, approval, authorization, order,
filing, registration or qualification of or with any Governmental Entity or
other Person is required to be obtained in connection with the execution and
delivery of this Agreement and the Pledge Agreement by the Stockholder or the
performance of the Stockholder’s obligations hereunder and
thereunder.

       

      (e)           No
Brokers.   Excluding the fee to be paid in accordance with
Section 5.3, no agent, broker, investment banker, financial advisor or other
Person is or shall be entitled, as a result of any action, agreement or
commitment of the Stockholder or any of their Affiliates, to any broker’s,
finder’s, financial advisor’s or other similar fee or commission in connection
with any of the transactions contemplated by this Agreement.

       

      (f)           Experience;
Non-Reliance.  The Stockholder: (i) has sufficient knowledge and
experience in investing so as to be able to evaluate the risks and merits of the
sale of the Purchased Shares to Harbinger; (ii) has the capacity to protect its
own interests; (iii) has adequate information in order to make an informed
decision regarding the sale of the Purchased Shares; (iv) in deciding to sell
the Purchased Shares is not relying on any representation or warranty by or from
Harbinger except as expressly set forth in this Agreement;  (v)
acknowledges that Harbinger has not given Stockholder any recommendation with
respect to any aspect of the sale of the Purchased Shares; and (vi) acknowledges
that Harbinger may have access to material non-public information relating to
the Company, and further acknowledges and agrees that the Stockholder is not
relying on the disclosure by Harbinger of any such information in deciding to
sell the Purchased Shares and waives any claim that it may have against
Harbinger with respect to the non-disclosure of any such
information.

       

      Section
4.2        Representations and
Warranties of Harbinger.  Harbinger represents and warrants to the
Stockholder as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
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      (a)           Organization
and Good Standing.  Each of Harbinger Master and Harbinger Special is
an entity duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization and has all requisite power and
authority to consummate the transactions contemplated by this Agreement and the
Pledge Agreement.

       

      (b)           Authority.  Each
of Harbinger Master and Harbinger Special has all requisite power, authority and
legal capacity to enter into this Agreement and the Pledge Agreement and to
consummate the transactions contemplated hereby and thereby.  The
execution and delivery of this Agreement and the Pledge Agreement by Harbinger
Master and Harbinger Special, the performance of the obligations of Harbinger
Master and Harbinger Special hereunder and thereunder, and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary action of Harbinger Master and Harbinger Special.  This
Agreement and the Pledge Agreement have been duly executed and delivered by each
of Harbinger Master and Harbinger Special, and, assuming the due authorization,
execution and delivery of this Agreement and the Pledge Agreement by the
Stockholder, constitute valid and binding obligations of Harbinger Master and
Harbinger Special, enforceable against Harbinger Master and Harbinger Special in
accordance with their terms, except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to enforcement of creditors’ rights generally and by general principles
of equity.

       

      (c)           No
Conflict; Consents.  The execution and delivery by Harbinger Master
and Harbinger Special of this Agreement and the Pledge Agreement do not, and,
assuming receipt of the Company Consent, the consummation of the transactions
contemplated herby will not (i) conflict with, violate or constitute a breach or
default under the Organizational Documents of Harbinger Master or Harbinger
Special or any agreement to which either of them is a party, or (ii) assuming
receipt of FCC Approval with respect to the Remaining Shares, violate any
judgment, order, decree or Law applicable to Harbinger Master or Harbinger
Special.  Except for FCC Approval with respect to the Remaining Shares
and the Company Consent, no consent, approval, authorization, order, filing,
registration or qualification of or with any Governmental Entity or other Person
is required to be obtained in connection with the execution and delivery of this
Agreement by Harbinger Master or Harbinger Special or the performance of their
obligations hereunder.

       

      (d)           No
Brokers.  Except for the fee paid to Tejas Securities Group, Inc. in
accordance with Section 5.3 hereof, the fees and expenses of which shall be paid
by Stockholder or its Affiliates, no agent, broker, investment banker, financial
advisor or other Person is or shall be entitled, as a result of any action,
agreement or commitment of Harbinger Master or Harbinger Special or any of their
Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee
or commission in connection with any of the transactions contemplated by this
Agreement.

       

      (e)           Securities
Matters.  Each of Harbinger Master and Harbinger Special:

       

      (i)           is
an “accredited investor” as such term is defined under Rule 501 under the
Securities Act, and has such knowledge and experience in business and financial
matters as to be capable of evaluating the merits and risks of the investment in
the Purchased Shares;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
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      (ii)           understands
that ownership of the Shares involves substantial risk and is capable of bearing
the economic risks associated with the investment in the Purchased Shares for an
indefinite period;

       

      (iii)           is
acquiring the Purchased Shares for its own account, for investment and not with
a view to any public distribution thereof in a matter that would require
registration thereof or the transactions contemplated hereby under the
Securities Act;

       

      (iv)           does
not presently have any reason to anticipate any change in circumstances or other
particular occasion or event which would cause it to sell the Purchased Shares
other than in compliance with the requirements of the Securities Act or pursuant
to an exemption therefrom;

       

      (v)           has
no contract, undertaking, agreement, understanding or arrangement with any
Person to Transfer to any Person any part or all of the Purchased Shares being
acquired, or any interest therein, and has no present plans to enter into the
same;

       

      (vi)           understands
that the sale of the Purchased Shares by the Stockholder has not been registered
under the Securities Act, and that the Purchased Shares must continue to be held
by Harbinger unless a subsequent disposition thereof is registered under the
Securities Act or is exempt from such registration;

       

      (vii)           understands
that the certificates evidencing the Purchased Shares shall bear a restricted
legend to the effect set forth in the preceding paragraph;

       

      (viii)          is
an existing holder of a significant amount of stock of the Company, has reviewed
information regarding the Company available to the public or otherwise available
to it which it deems sufficient, is relying solely upon the advice of its own
financial, legal and tax advisors, has made its own independent investigation
and evaluation of the merits and risks of the investments in the Purchased
Shares and acknowledges that it has not received, and is not relying on, any
information from the Stockholder or its Affiliates concerning the Company in
making its decision to purchase the Purchased Shares and enter into this
Agreement; and

       

      (ix)           acknowledges
that the Stockholder is relying on the representation and warranties of
Harbinger contained in this Section 4.2(e) and would not consummate the
transactions contemplated by this Agreement, in the absence of the
representations and warranties of Harbinger contained in this Section
4.2(e).

       

      (f)           Harbinger
has on hand sufficient unrestricted cash to pay the Purchase Price.

       

      ARTICLE
5

      COVENANTS

       

      Section
5.1        Notice.  Each of
the Stockholder and Harbinger shall promptly advise the other in writing (i) of
any representation or warranty made by it contained in this Agreement becoming
untrue or inaccurate in any material respect, (ii) of the failure of it to
comply with or satisfy in any material respect any covenant, condition or
agreement to be complied with or satisfied by it under this Agreement, or (iii)
upon the commencement of, or upon obtaining knowledge of any facts that would
give rise to a threat of, any claim or legal proceeding commenced against any
such Party relating to this Agreement or the transactions contemplated by this
Agreement; provided, however, that no such notification shall affect the
representations or warranties, covenants or agreements of the Parties (or
remedies with respect thereto) or the conditions to the obligations of the
Parties under this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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      Section
5.2        Cooperation.  Upon
the terms and subject to the conditions set forth in this Agreement, each of the
Parties agrees to use reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other Parties in doing, all things reasonably necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.  Without limiting the
foregoing, each of the Parties shall use its reasonable best efforts to cause
the Company to grant the Company Consent.

       

      Section
5.3        Placement
Fee.  Within one (1) Business Day after (i) the Closing has occurred
and (ii) the transactions contemplated by each of the Other Purchase Agreements
have been consummated, as consideration for the valuable financial and advisory
services rendered to Harbinger and the Other Purchasers in connection with the
transactions contemplated by this Agreement, the Stockholder or its Affiliates
shall pay to Tejas Securities Group, Inc. a placement fee equal to $0.04 per
Purchased Share.

       

      Section
5.4        Publicity.  None of
the Parties shall issue, or permit any of their respective Affiliates to issue,
any press release or public announcement concerning this Agreement or the
transactions contemplated hereby without obtaining the prior written approval of
the other Parties (not to be unreasonably withheld or delayed), unless
disclosure is otherwise required by applicable law or stock exchange rules,
provided that, to the extent required by applicable law or stock exchange rules,
the Party intending to make such release shall use its commercially reasonable
efforts consistent with such applicable law to consult with the other Parties
with respect to the text thereof.

       

      Section
5.5        [Intentionally
omitted]

       

      Section
5.6        No Transfers of
Shares.  Prior to the Closing Date, except for this Agreement, the
Pledge Agreement and the consummation of the transactions contemplated herein
and therein, the Stockholder shall not (i) Transfer or consent to the Transfer
of, any Shares or any interest therein, (ii) enter into any contract, option or
other agreement or understanding with respect to any Transfer of any Shares or
any interest therein (other than pursuant to this Agreement), (iii) grant any
proxy, power or attorney or other authorization in or with respect to any
Shares, or (iv) deposit any Shares into a voting trust or enter into a voting
agreement with respect to any Shares.  Prior to the Final Settlement
Date, except for this Agreement, the Pledge Agreement and the consummation of
the transactions contemplated herein and therein, the Stockholder shall not (i)
Transfer or consent to the Transfer of, any Remaining Shares or other Pledged
Property or any interest therein, (ii) enter into any contract, option or other
agreement or understanding with respect to any Transfer of any Remaining Shares
or other Pledged Property or any interest therein, (iii) grant any proxy, power
or attorney or other authorization in or with respect to any Remaining Shares or
any other voting securities included within the Pledged Property that will not
by its terms expire before the Final Settlement Date, (iv) deposit any
Remaining  Shares into a voting trust or enter into a voting agreement
with respect to any Remaining Shares that will not by its terms expire before
the Final Settlement Date, (v) exchange any voting securities included as part
of the Pledged Property for non-voting securities, or (vi) exchange any
non-voting securities included as part of the Pledged Property for voting
securities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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      Section
5.7        Vote Regarding Charter
Amendment.  The Stockholder hereby covenants and agrees at any vote of
the stockholders of the Company thereon at which the Stockholder is entitled to
vote any of the Shares to vote all such Shares in favor of the proposed
amendment to the Company’s Certificate of Incorporation in order to increase the
number of shares of Non-Voting Common Stock authorized for issuance from
100,000,000 to 125,000,000, as set forth in more detail in the Company’s
preliminary proxy statement filed with the SEC on August 22, 2008.

       

      ARTICLE
6

      INDEMNIFICATION

       

      Section
6.1        Survival of Representations
and Warranties.  The representations and warranties of the Parties
contained in this Agreement shall survive the Closing for a period of 12 months
after the Final Settlement Date.  The covenants and agreements of the
Parties contained in this Agreement shall survive the Closing for a period of 12
months after the Final Settlement Date, except for those covenants and
agreements that by their terms contemplate performance in whole or in part after
the Final Settlement Date, which shall remain in full force and effect for a
period of 12 months following the date by which such covenant or agreement is
required to be performed.  The survival periods set forth herein are
in lieu of, and the parties expressly waive, any otherwise applicable statute of
limitations.

       

      Section
6.2        Indemnification; Procedures
for Indemnification.

       

      (a)           Subject
to the limitations of this Article 6, the Stockholder (an “Indemnifying Party”)
shall indemnify and hold harmless Harbinger and Harbinger’s officers, directors,
employees, agents, successors, assigns and Affiliates (each, an “Indemnified
Party”), and Harbinger (an “Indemnifying Party”) shall indemnify and hold
harmless the Stockholder and the Stockholder’s officers, directors, employees,
agents, successors, assigns and Affiliates (each, an “Indemnified Party”)
against any losses, claims, damages, liabilities, actions, judgments, causes of
action, losses of the benefit of the bargain, costs or expenses, including
interest, penalties and reasonable attorneys’ fees and expenses (collectively,
“Losses”) (net of amounts actually received by the Indemnified Party in
indemnification or insurance from third parties) asserted against, resulting
from, imposed upon, or incurred or suffered by the Indemnified Party as a result
of or relating to any breach by any Indemnifying Party of any of its
representations, warranties, covenants or agreements contained in this
Agreement.

       

      (b)           If
an Indemnified Party receives notice from any third party with respect to any
matter (a “Third-Party Claim”) that may give rise to a claim for indemnification
against the Indemnifying Party under Section 6.2(a), then the Indemnified Party
shall promptly (but in any event no later than 10 days after receipt of such
notice) notify the Indemnifying Party thereof in writing; provided, however,
that no delay on the part of the Indemnified Party in so notifying the
Indemnifying Party shall relieve the Indemnifying Party from any obligation
under this Article 6 unless (and then solely to the extent that) the
Indemnifying Party is thereby prejudiced.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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      (c)           The
Indemnifying Party shall have the right (except as otherwise provided herein) to
assume the defense of the Third-Party Claim with counsel of its choice, who
shall be reasonably satisfactory to the Indemnified Party, at any time within 15
days after the Indemnified Party has given notice to the Indemnifying Party of
the Third-Party Claim; provided, however, that the Indemnified Party may retain
separate counsel at its sole cost and expense and participate in the defense of
the Third-Party Claim.  Notwithstanding the foregoing the Indemnifying
Party shall not be entitled to assume, and the Indemnified Party shall be
entitled to have sole control over, the defense or settlement of any Third-Party
Claim (i) if the Indemnifying Party does not timely assume the defense of such
Third-Party Claim, (ii) if there exists or is reasonably likely to exist a
conflict of interest that would make it inappropriate in the reasonable judgment
of the counsel to the Indemnifying Party for the same counsel to represent both
the Indemnified Party and the Indemnifying Party or (iii) to the extent the
Third-Party Claim seeks an order, injunction, non-monetary or other equitable
relief against the Indemnified Party which, in the reasonable judgment of the
Indemnified Party, if successful, could materially interfere with the business,
operations, assets, condition (financial or otherwise) or prospects of the
Indemnified Party.  In any such case, the Indemnified Party shall be
entitled to retain its own counsel in each jurisdiction for which the
Indemnified Party determines counsel is required, at the sole cost and expense
of the Indemnifying Party.

       

      (d)           So
long as the Indemnifying Party has assumed and is conducting the defense of the
Third-Party Claim in accordance with Section 6.2(c), the Indemnifying Party
shall have the sole authority to, and shall be permitted to, consent to the
entry of judgment or enter into any settlement or compromise which the
Indemnifying Party deems appropriate and which will not require any payment by,
or equitable or other relief against, the Indemnified Party, provided that,
without the written consent of the Indemnified Party, the Indemnifying Party
will not consent to the entry of any judgment on or enter into any settlement
with respect to any Third-Party Claim that (i) does not include as an
unconditional term thereof the giving by each claimant or plaintiff to each
Indemnified Party of a full release from all liabilities in respect of such
Third-Party Claim, (ii) does contain any admission of wrongdoing by or guilt of
any Indemnified Party or (iii) includes specific performance or any other form
of non-monetary relief to be performed in any part by the Indemnified
Party.

       

      (e)           The
Indemnifying Party shall reimburse the Indemnified Party for his, her or its
reasonable legal and other fees, costs and expenses (including the cost of any
investigation or preparation) relating to any matter for which the Indemnified
Party is entitled to indemnification pursuant to this Article 6 reasonably
promptly after bills are received or expenses are incurred.

       

      Section
6.3         Limitations.

       

      (a)           The
aggregate liability of the Stockholder, on the one hand, or Harbinger, on the
other hand, pursuant to this Article 6 in respect of breaches of representations
and warranties shall in no event exceed the Purchase Price.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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      (b)           In
no event shall any Indemnified Party be entitled under this Article 6 to recover
any punitive, exemplary or other special damages, damages representing lost
profits, revenue, income or opportunities, business interruption, or harm to
reputation, or any similar amounts.

       

      (c)           Except
for specific performance and as explicitly provided in the Pledge Agreement,
indemnification pursuant to this Article 6 shall be the sole and exclusive
remedy of the Indemnified Parties against the Indemnifying Parties and their
employees, directors, officers, agents and other representatives in respect of
any breach this Agreement.

       

      ARTICLE
7

      MISCELLANEOUS

       

      Section
7.1        Governing
Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and
performed in such state and without regard to the conflicts or choice of law
provisions thereof that would give rise to the application of the domestic
substantive law of any other jurisdiction.

       

      Section
7.2        Jurisdiction.  The
Parties hereby irrevocably submit to the exclusive jurisdiction of any federal
or state court located within the County, City and State of New York over any
dispute arising out of or relating to this Agreement or any of the transactions
contemplated hereby and each Party hereby irrevocably agrees that all claims in
respect of such dispute or any legal proceeding related thereto may be heard and
determined in such courts.  Each Party hereby irrevocably waives, to
the fullest extent permitted by applicable law, any objection that such Party
may now or hereafter have to the laying of venue of any such dispute brought in
such court or any defense of inconvenient forum for the maintenance of such
dispute.  EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL OR EQUITABLE ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
AND ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS.  Each of the Parties
agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Each of the Parties consents to process being served by any
other Party in any suit, action or proceeding by delivery of a copy thereof in
accordance with the provisions of Section 7.3.

       

      Section
7.3        Notices.  All
notices, requests, payments, instructions or other documents to be given
hereunder will be in writing or by written telecommunication, and will be deemed
to have been duly given if (i) delivered personally (effective upon delivery),
(ii) mailed by registered or certified mail, return receipt requested, postage
prepaid (effective five business days after dispatch), or (iii) sent by a
reputable, established courier service that guarantees next business day
delivery (effective the next business day), addressed as follows (or to such
other address as the recipient Party may have furnished to the sending Party for
the purpose pursuant to this Section):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
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      If to
Harbinger to:

       

      c/o
Harbinger Capital Partners Funds

      555
Madison Avenue, 16th Floor

      New York,
NY  10022

      Attention:
Jeffery T. Kirshner, Esq.

       

      with a
copy, which shall not constitute notice, sent at the same time and by the same
means to:

       

      Harbert
Management Corporation

      2100
Third Avenue North, Suite 600

      Birmingham,
AL  35203

      Attention:  General
Counsel

       

      and

       

      Weil,
Gotshal & Manges LLP

      100
Federal Street

      Boston,
MA 02110

      Attention:  Joseph
J. Basile

      


      If to the
Stockholder, to:

       

      Motient
Ventures Holding Inc.

      c/o
TerreStar Corporation

      12010
Sunset Hills Road

      Reston,
VA 20910

      Attention:  General
Counsel

      


      with a
copy, which shall not constitute notice, sent at the same time and by the same
means to:

       

      Gibson,
Dunn & Crutcher LLP

      200 Park
Avenue

      New York,
NY 10166

      Attention:  David
M. Wilf

      


       

      Any Party
may change the Person(s) and the address(es) to which notices or other
communications are to be sent by giving written notice of any such change in the
manner provided herein for giving notice.

       

      Section
7.4        Further
Assurances.  Each of the Parties shall, upon request of another Party,
execute and deliver to the requesting Party and to the Collateral Agent any
additional documents and take such further actions (including delivering
instructions to any depositary or securities intermediary or the Company) as the
requesting Party or the Collateral Agent may deem to be necessary or desirable
to effect the transactions contemplated by this Agreement and the Pledge
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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      Section
7.5        Specific
Performance.  The Stockholder acknowledges that it will be impossible
to measure in money the damages to Harbinger if the Stockholder fails to comply
with its obligations under this Agreement, and that, in the event of any such
failure, Harbinger will not have an adequate remedy at
law.  Accordingly, the Stockholder agrees that injunctive or other
equitable relief, in addition to remedies at law or damages, is an appropriate
remedy for any such failure and will not oppose the granting of such relief on
the basis that Harbinger has an adequate remedy at law.  The
Stockholder agrees that it will not seek, and agrees to waive any requirement
for, the securing or posting of a bond in connection with Harbinger’s seeking or
obtaining such equitable relief.

       

      Section
7.6        Assignments.  This
Agreement will bind and inure to the benefit of the Parties and their respective
successors, and permitted assigns.  No Party will assign any rights or
delegate any obligations hereunder without the consent of the other Parties,
other than in the case of Harbinger, which shall have the right to assign any or
all of its rights and/or delegate its obligations to any fund affiliated with
Harbinger Master or Harbinger Special.  Except as otherwise expressly
provided herein, nothing in this Agreement is intended to or will confer any
rights or remedies on any Person other than the Parties and their respective
successors and permitted assigns.

       

      Section
7.7        Counterparts.  This
Agreement may be executed by the Parties in separate counterparts, each of which
when so executed and delivered will be an original, but all of which together
will constitute one and the same agreement.  In pleading or proving
this Agreement, it will not be necessary to produce or account for more than one
such counterpart.  Facsimile and PDF signatures hereto shall be deemed
to be of the same force and effect as originals.

       

      Section
7.8        Waivers.  No waiver
of any breach or default hereunder will be valid unless in a writing signed by
the waiving Party.  No failure or other delay by any Party in
exercising any right, power, or privilege hereunder will be or operate as a
waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

       

      Section
7.9        Entire
Agreement.  This Agreement and the Pledge Agreement contains the
entire understanding and agreement between the Stockholder, on the one side, and
Harbinger, on the other side, and supersedes any prior understandings or
agreements between the Stockholder, on the one side, and Harbinger, on the other
side, with respect to the subject matter hereof.

       

      Section
7.10      Amendments in Writing.  This
Agreement may not be amended, modified or supplemented except by a writing duly
executed by all of the Parties.

       

      Section
7.11      Legal Fees.  Each of the
Parties acknowledges and agrees that such Party is responsible for bearing and
paying its own legal fees and expenses incurred in connection with negotiating,
executing and implementing this Agreement.  Nothing in this Section
7.11 shall preclude a Party from making a claim for or recovering legal expenses
incurred in connection with enforcement of its rights and remedies under this
Agreement in a court of law or other legal proceeding, arbitration or
mediation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page 20 of
25

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
21 of 25

       

      IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
and year first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        HARBINGER
      CAPITAL PARTNERS

                                      	 
      
	 	
                                        MASTER
      FUND I, LTD.

                                      	 
      
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	
                                        Harbinger
      Capital Partners Offshore 

                                        Manager,
      L.L.C., as investment Manager

                                      	 
      
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	/s/
      William R. Lucas, Jr.  	 
      
	 	
                                        Name:

                                      	William
      R. Lucas, Jr.	 
      
	 	
                                        Title:

                                      	Executive
      Vice President	 
      
	 	 
      	 
      	 
      
	 	
                                        HARBINGER
      CAPITAL PARTNERS SPECIAL

                                      	 
      
	 	
                                        SITUATIONS
      FUND, L.P.

                                      	 
      
	 	
                                        By:  

                                      	
                                        Harbinger
      Capital Partners Special Situations 

                                        GP,
      LLC, as general partner

                                      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	
                                        /s/ William R. Lucas, Jr.  

                                      	 
      
	 	
                                        Name:  
      

                                      	William
      R. Lucas, Jr.	 
      
	 	
                                        Title:

                                      	Executive
      Vice President	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                        MOTIENT
      VENTURES HOLDING INC.

                                      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                        By:

                                      	
                                        /s/
      Jeffrey W. Epstein

                                      	 
      
	 	
                                        Name:

                                      	Jeffrey
      W. Epstein	 
      
	 	
                                        Title

                                      	President	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Page
22 of 25

    

    Schedule A

     

    PURCHASED
SHARES

    


    
      
        
          	
                  Name
      of Purchaser

                	
                  Initial
      Shares

                	
                  Remaining
      Shares

                	
                  Total
      Purchased Shares

                
	
                  Harbinger
      Capital Partners Master Fund I, Ltd.

                	
                  *

                	
                  *

                	
                  *

                
	
                  Harbinger
      Capital Partners Special Situations Fund, L.P.

                	
                  *

                	
                  *

                	
                  *

                
	
                  Total

                	
                  15,719,337

                	
                  7,656,737

                	
                  23,376,074

                


        

      

    

    


    *To be
provided by Harbinger

    


    OTHER
SHARES (pursuant to Other Purchase Agreements)

    


    
      
        	
                Name
      of Purchaser

              	
                Number
      of Shares

              
	
                Och
      Ziff Capital Management Group LLC

              	 
      
	
                Solus
      Alternative Asset Management

              	 
      
	
                Millenium

              	 
      
	
                George
      Haywood

              	 
      
	
                Total

              	
                6,550,000

              


      

    

    


    


    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Page
23 of 25

    

     

    Annex
A

     

    Form of
Pledge Agreement

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Page
24 of 25

       

      Annex
B

    

    Matters
to be Covered by Opinion of Counsel to the Stockholder

     

     

    1.           The
Stockholder is a validly existing corporation in good standing under the laws of
the State of Delaware.

     

    2.           The
Stockholder has the corporate power and authority to execute and deliver the
Stock Purchase Agreement and to perform its obligations thereunder, including
its obligations under the Pledge Agreement.  The execution, delivery
and performance of the Stock Purchase Agreement and the Pledge Agreement have
been duly authorized by all necessary corporate action on the part of the
Stockholder.

     

    3.           Each
of the Stock Purchase Agreement and the Pledge Agreement has been duly executed
and delivered by the Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder enforceable against the Stockholder in accordance
with its terms.

     

    4.           The
execution and delivery by the Stockholder of the Stock Purchase Agreement and
the Pledge Agreement and the performance by the Stockholder of its obligations
thereunder do not and will not violate the charter or bylaws of the
Stockholder.

     

    5.           The
execution and delivery by the Stockholder of the Stock Purchase Agreement and
the Pledge Agreement and the performance by the Stockholder of its obligations
thereunder do not and will not violate any law or regulation currently in effect
of the State of New York or the United States of America applicable to the
Stockholder that, in our experience, is generally applicable to transactions in
the nature of those contemplated by the Stock Purchase Agreement or the Pledge
Agreement, or the Delaware General Corporation Law.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Page
25 of 25

    


    Annex
C

     

    Form of
Company Consent and Agreement