AMENDMENT NO. 3


 


 


TO THE 


 


 


PRODUCTS AND SERVICES AGREEMENT 


 


NO. AIR-12-001


 


 


 


BETWEEN


 


 


AIREON LLC


 


AND


 


HARRIS CORPORATION


 


 


For


 


 


Automatic Dependent Surveillance-Broadcast
(ADS-B) Payload Development


 






    	 



    	 



    

 





PREAMBLE


 


This Amendment No. 3 (the “Amendment”)
to the Products and Services Agreement for ADS-B Payload Development, No AIR-12-001, signed on June 19, 2012 between Aireon LLC
and Harris Corporation, Government Communications Systems Division (the “Agreement”) is entered into
on this 18th Day of March, 2013, by and between Aireon LLC, a limited liability company organized and existing under
the laws of Delaware, having its office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 (“Aireon”) and
Harris Corporation, Government Communications Systems organized in the state of Delaware with offices located at 2400 Palm Bay
Road NE, Palm Bay, Florida 32905 USA (“Contractor”).


 


RECITALS


 


WHEREAS, Aireon and Contractor have
engaged in discussions relating to changes each would like to incorporate in the Agreement; and


 


WHEREAS, the Parties now desire
to: (1) add new definitions; (2) amend the definition of “Other Payload”, and (3) amend Articles 4.2, 16.3, and 18.1
of the Agreement and Section 1.2 of Exhibit A, the Statement of Work, and Exhibit D.


 


NOW, THEREFORE, in consideration
of the foregoing, the agreements contained herein, the payments to be made by Aireon to Contractor under the Agreement and other
good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally
bound, the Parties hereby amend the Agreement as follows:


 


		1.	Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto
in the Agreement.



 


		2.	Add the following new definitions:



 


		a.	“Auxiliary Component Customers” means any person or entity which owns or otherwise maintains a financial interest
in any Auxiliary Component.



 


		b.	“Auxiliary Component Work Product” means Work Product solely related to the Auxiliary Component(s).



 


		c.	“Auxiliary Component Hosting Cost Reimbursement Agreement” means an agreement between Harris and Iridium Satellite,
LLC specifying the integration and delivery of Auxiliary Component(s) as part of the Payload Enclosure, and related technical parameters.



 






    	 



    	 



    

 


 


		d.	“Payload Enclosure” means the enclosure delivered by Contractor enclosing the ADS-B Payload and the Auxiliary Components
that are located inside the enclosure.



 


		3.	Delete the definition of “Other Payload”.



 


		4.	Add definition of “Auxiliary Component” as follows:



 


“Auxiliary Component” means any auxiliary
sensor or instrument assembly, other than the ADS-B Payload, that is located either inside or outside or partly inside and partly
outside the Payload Enclosure and is provided on any satellite which is part of Iridium NEXT.


 


		5.	Article 4.2 Option for Other Payload(s) CLIN 002: is hereby deleted in its entirety and
replaced in its entirety as follows:



 


“Article 4.2  Auxiliary Component(s)


 


		a)	Aireon understands and agrees that Contractor will, to the extent permitted by and in accordance
with a separate Auxiliary Component Hosting Cost Reimbursement Agreement between Iridium Satellite LLC and Contractor, integrate
and deliver Auxiliary Components as part of the Payload Enclosure.



 


		b)	Contractor agrees that, as a condition precedent to the permission being granted in Article 4.2(a),
such integration of Auxiliary Component(s) shall not (i) have a material adverse impact upon the operation of the Payload, or (ii)
limit or modify any other obligations or rights of Contractor or Aireon as set forth in this Agreement; including but not limited
to Contractor’s obligations to meet the delivery schedule set forth in this Agreement. Contractor further agrees that at
all times, as between the Payload and any Auxiliary Component, the Payload and the continued stable operation of the Payload shall
take precedence and at all times be prioritized over any Auxiliary Component and the operation of any Auxiliary Component.



 


		c)	Aireon acknowledges and agrees that, in connection with the integration of Auxiliary Components:
(i) Work Product regarding the Payload may include Auxiliary Component Work Product, which will be clearly identified as such;
(ii) ) the configuration of the Payload Enclosure may be modified as agreed by the Parties during the Term of this Agreement; and
(iii) Auxiliary Component Work Product may be shared with or otherwise distributed to Auxiliary Component Customers; provided,
however, that Contractor shall comply with the obligations set forth in Article 13.1 regarding all Proprietary Information
relating to the Aireon System.



 






    	 



    	 



    

 


 


		d)	Aireon shall have no obligations regarding any Auxiliary Component and notwithstanding anything
to the contrary in this Agreement, all costs and expenses related to the integration and operation of any Auxiliary Component shall
be borne by Contractor.



 


		e)	Except as otherwise agreed to in writing by Aireon and Contractor, under no circumstances will
Aireon or Aireon’s suppliers, or subcontractors be liable or directly responsible to Contractor or any Auxiliary Component
Customers for any damages, liabilities, costs, expenses, suits, claims, or losses arising from, directly or indirectly, the operation,
integration, or accommodation of the Auxiliary Components for any reason and under any theory of liability (including for any direct
or indirect, consequential, special or other damages).”



 


		f)	Contractor shall also defend, indemnify and hold harmless Aireon and Aireon subcontractors and
suppliers, and each of their respective successors and assigns, from and against all claims, demand and actions and resulting loss,
liability, cost, expenses and damages (including, but not limited to, reasonable attorney’s fees and, to the extent permitted
by law, any fines and penalties) made and/or incurred  by (i) any Harris' customer, supplier, or contractor to the extent
arising solely from Contractor’s acts or omissions, and (ii) any other third party to the extent arising solely from Contractor's
gross negligence and willful misconduct, and in each case of (i) and (ii), solely in connection with the delivery, integration
and/or operation of any Auxiliary Components. This indemnification shall be conditioned upon the procedures for indemnification
set forth in Article 22.3.



 


		6.	Article 16.3 Inter-Party Waiver of Liability, all references to the term “Other Payloads”
in sub-articles 16.3.1 and 16.3.2 are replaced with the term “Auxiliary Components.”



 


		7.	Article 18.1 Storage: the first sentence is revised to read as follows:



 


“In the event that any Payload(s) or Payload
Enclosure(s) are placed in storage, all storage costs, including insurance, shall be borne by the Contractor.”


 


		8.	Exhibit A - Statement of Work, Section 1.2, Option, inclusive of CLIN 002, should be deleted
in its entirety.



 






    	 



    	 



    

 


 


		9.	Exhibit D – Completion Certification Form, all references to the term “other
payloads” are replaced with the term “Auxiliary Components”.



 


This Amendment may be executed and delivered
(including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement.


 


All other provisions of the Agreement not
expressly referred to in this Amendment remain in full force and effect.


 


IN WITNESS WHEREOF, the Parties have executed this Amendment
by their duly authorized representatives as of the date set forth in the Preamble.


 


	For Aireon	 	For Contractor	 
	 	 	 	 	 	 
	By: 	/s/ Donald L. Thoma	 	By: 	/s/ Janis Rubin-Telles	 
	 	 	 	 	 	 
	Name: 	Donald L. Thoma	 	Name: 	Janis Rubin-Telles	 
	  	 	 	 	 	 
	Title: 	CEO	 	Title: 	Manager, Contracts	 
	 	 	 	 	 	 
	Date: 	3/18/2013	 	Date: 	18 March 2013