SUBSCRIPTION
      AGREEMENT

     

    This
      SUBSCRIPTION AGREEMENT (this "Agreement")
      is
      made and entered into as of the 20th day of December, 2007 by and between
      SkyTerra Communications, Inc., a Delaware corporation (the "Company"),
      and
      Inmarsat Global Limited, a company incorporated under the laws of England and
      Wales (the "Purchaser").

     

    In
      consideration of the mutual agreements, representations, warranties and
      covenants herein contained and in contemplation of the Cooperation Agreement
      (as
      defined below), the parties hereto agree as follows: 

     

    1. Definitions;
      Certain Rules of Construction.
      Any
      capitalized term used herein and not defined in this Section
      1
      or
      elsewhere in this Agreement shall have the meaning given such term in the
      Cooperation Agreement. As used in this Agreement, the following terms shall
      have
      the following respective meanings.

     

    "Agreement"
      has the
      meaning assigned to it in the Preamble.

     

    "Antitrust
      Laws"
      means
      the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the
      Federal Trade Commission Act, as amended, and any other United States federal
      or
      state or foreign statutes, rules, regulations, orders, decrees, administrative
      or judicial doctrines or other laws that are designed to prohibit, restrict
      or
      regulate actions having the purpose or effect of monopolization or restraint
      of
      trade.

     

    "Authorizations"
      has the
      meaning assigned to it in Section
      3.15(a)
      hereof.

     

    "Board"
      means
      the board of directors of the Company or any duly authorized committee thereof.
      

     

    "Business
      Day"
      (whether such term is capitalized or not) means any day except Saturday, Sunday
      and any day which shall be a federal legal holiday or a day on which banking
      institutions in New York, New York or London are authorized or required by
      law
      or other governmental action to close. 

     

    "Closing"
      has the
      meaning assigned to it in Section
      2.2
      hereof.

     

    "Closing
      Date"
      has the
      meaning assigned to it in Section
      2.2
      hereof.

     

    "Common
      Stock"
      means
      the voting common stock, par value $0.01 per share, of the Company.

     

    "Cooperation
      Agreement"
      means
      the agreement dated as of December ·,
      2007 by
      and among the Company, MSV, Mobile Satellite Ventures (Canada) Inc. and the
      Purchaser.

     

    "Disclosure
      Schedules"
      has the
      meaning assigned to it in Section
      3
      hereof.

     

    "DOJ"
      has the
      meaning assigned to it in Section
      5
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Environmental
      Protection Laws"
      means
      any law, statute or regulation enacted by any jurisdiction in connection with
      or
      relating to the protection or regulation of the environment, including, without
      limitation, those laws, statutes and regulations regulating the disposal,
      removal, production, storing, refining, handling, transferring, processing
      or
      transporting of hazardous or toxic substances, and any orders, decrees or
      judgments issued by any court of competent jurisdiction in connection with
      any
      of the foregoing.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended, and all of the rules and
      regulations promulgated thereunder. 

     

    "Exchange
      Act Reports"
      means
      the Company's reports filed with the SEC since September 1, 2006, pursuant
      to
      Section 13 of the Exchange Act.

     

    "Fair
      Market Value"
      has the
      meaning assigned to it in the Cooperation Agreement.

     

    "FCC"
      has the
      meaning assigned to it in Section
      3.15(a)
      hereof.

     

    "First
      Issue Date"
      has the
      meaning assigned to it in the Cooperation Agreement.

     

    "FTC"
      has the
      meaning assigned to it in Section
      5
      hereof.

     

    "GAAP"
      means
      U.S. generally accepted accounting principles.

     

    "Governmental
      Authority"
      means
      any nation or government, any state or other political subdivision thereof
      and
      any entity exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to government.

     

    "HSR
      Act"
      has the
      meaning assigned to it in Section
      3.7
      hereof.

     

    "Indebtedness"
      means,
      as applied to any Person, all indebtedness for borrowed money, whether current
      or funded, or secured or unsecured.

     

    "Intellectual
      Property"
      has the
      meaning assigned to it in Section
      3.19(a)
      hereof.

     

    "in
      writing"
      means
      any form of written communication or a communication by means of facsimile
      transmission, in all events delivered in accordance with Section
      8.3.

     

    "Lien"
      means,
      with respect to any property or asset, any mortgage, lien, pledge, charge,
      security interest or encumbrance of any kind in respect of such property or
      asset, whether or not filed, recorded or otherwise perfected under applicable
      law, other than (a) those resulting from taxes which have not yet become
      delinquent or (b) minor liens and encumbrances that do not materially detract
      from the value of the property or materially impair the operations of the
      Company or materially interfere with the use of such property or
      asset.

     

    "Material
      Adverse Effect"
      means a
      material adverse effect on the next generation business, assets, liabilities,
      properties, operations or condition (financial or otherwise) of the Company
      and
      its Subsidiaries taken as a whole, except to the extent that such adverse effect
      results from (a) general economic, regulatory or political conditions or changes
      therein in the United States or the other countries in which such party
      operates; (b) financial or securities market fluctuations or conditions; or
      (c)
      changes in, or events or conditions affecting, the wireless telecommunications
      industry generally.

     

    
      
        
        

      

      
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    "MSV"
      means
      Mobile Satellite Ventures, L.P.

     

    "Non-Voting
      Common Stock"
      means
      the non-voting common stock, par value $0.01 per share, of the
      Company.

     

    "Permits"
      has the
      meaning assigned to it in Section
      3.16
      hereof.

    


    "Permitted
      Transfer"
      means
      any Transfer of Common Stock to any Affiliate of the Purchaser.

     

    "Person"
      (whether or not capitalized) means an individual, entity, partnership, limited
      liability company, corporation, association, trust, joint venture,
      unincorporated organization, and any Governmental Authority. 

     

    "PUC"
      has the
      meaning assigned to it in Section
      3.15(a)
      hereof.

     

    "Purchaser"
      has the
      meaning assigned it in the Preamble.

     

    "Registration
      Rights Agreement"
      means
      the agreement dated as of the Closing Date by and among the Company and the
      Purchaser, substantially in the form attached hereto as Exhibit
      A.

     

    "Registration
      Statements"
      means
      the Company's registration statements filed with the SEC since September 1,
      2006, pursuant to the Securities Act.

     

    "Rule
      144"
      means
      Rule 144 promulgated under the Securities Act and any successor or substitute
      rule, law or provision. 

     

    "SEC"
      means
      the United States Securities and Exchange Commission. 

     

    "SEC
      Reports"
      means
      the Exchange Act Reports and the Registration Statements filed with the SEC
      since September 1, 2006.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended, and all of the rules and regulations
      promulgated thereunder. 

     

    "Shares"
      has the
      meaning assigned to it in Section
      2.1
      hereof.

     

    "Significant
      Subsidiary"
      means
      any "significant subsidiary" of the Company within the meaning of Rule 1-02
      under Regulation S-X.

     

    "SkyTerra"
      means
      SkyTerra Communications, Inc., a Delaware corporation.

     

    "Subsidiary"
      means
      with respect to any Person at any time, (a) any other Person the accounts of
      which would be required by GAAP to be consolidated with those of such first
      Person in its consolidated financial statements as of such time, and (b) any
      other Person capital securities of which having ordinary voting power to elect
      a
      majority of the board of directors (or other persons having similar functions),
      or other ownership interest of which ordinarily constituting a majority voting
      interest, are at such time, directly or indirectly, owned or controlled by
      such
      first Person and/or one or more of its Subsidiaries. Unless otherwise expressly
      provided, all references herein to "Subsidiary" mean a Subsidiary of the
      Company.

     

    
      
        
        

      

      
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    "Transaction
      Documents"
      means,
      collectively, this Agreement, the Cooperation Agreement and the Registration
      Rights Agreement, as well as all certificates and exhibits executed or delivered
      in connection with such agreements. 

     

    "Transfer"
      means
      and includes any sale, assignment, encumbrance, hypothecation, pledge,
      conveyance in trust, gift, or other transfer or disposition of any kind,
      including but not limited to transfers to receivers, levying creditors, trustees
      or receivers in bankruptcy proceedings or general assignees for the benefit
      of
      creditors, whether voluntary or by operation of law, directly or
      indirectly.

     

    2. Transactions
      and Closings.
      

     

    2.1 Transactions.
      Pursuant to Article IV of the Cooperation Agreement and in accordance with
      the
      terms and conditions thereof, the Company shall issue (i) the Effective Date
      Shares on the First Issue Date (and the Effective Date Balance Shares, if
      necessary, in accordance with the provisions of the Cooperation Agreement);
      (ii)
      the Trigger Shares on the Trigger Date (and the Trigger Balance Shares, if
      necessary, in accordance with the provisions of the Cooperation Agreement);
      and
      (iii) the Phase 1 Shares on the Phase 1 Completion Date (and the Phase 1 Balance
      Shares, if necessary, in accordance with the provisions of the Cooperation
      Agreement) (the Effective Date Shares, the Effective Date Balance Shares, the
      Trigger Shares, the Trigger Balance Shares, the Phase 1 Shares and the Phase
      1
      Balance Shares are collectively referred to herein as the "Shares").

     

    2.2 Closings.
      The
      closing for the issuance of the Effective Date Shares, Trigger Shares and Phase
      1 Shares (and any related Effective Date Balance Shares, Trigger Balance Shares
      or Phase 1 Balance Shares, respectively, required to be issued pursuant to
      the
      terms of the Cooperation Agreement) or any Cash Payment (each, a "Closing")
      shall
      take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four
      Times Square, New York, New York 10036-6522 on the First Issue Date, the Trigger
      Date and the Phase 1 Completion Date, respectively, or at such other time and
      place as the Company and the Purchaser may agree (and with respect to the
      Effective Date Balance Shares, Trigger Balance Shares and Phase 1 Balance
      Shares, on such date as is required pursuant to the terms of the Cooperation
      Agreement) (each a "Closing
      Date").
      At
      each Closing (a) the Company shall deliver to the Purchaser an updated
      capitalization table in the form of Exhibit
      B
      with
      respect to the ownership of the Company's capital stock at such time and giving
      effect to the issuance of the Shares at such Closing and (b) the Company shall
      deliver to the Purchaser one or more certificates representing the Shares (in
      such denominations as shall be specified in writing by the Purchaser) each
      of
      which shall be registered in the name of the Purchaser or its
      designee.

     

    
      
        
        

      

      
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    3. Representations
      and Warranties of the Company.
      Except
      as disclosed in the Disclosure Schedules delivered concurrently herewith (the
      "Disclosure
      Schedules"),
      the
      Company hereby makes the following representations and warranties:

     

    3.1 Corporate
      Status.
      Each of
      the Company and its Significant Subsidiaries (a) has been duly organized, and
      is
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization and has the requisite corporate or other, as applicable, power
      and
      authority to own its property and assets and to transact the business in which
      it is engaged and presently proposes to engage and (b) has duly qualified to
      do
      business and is in good standing in each jurisdiction where it is required
      to be
      so qualified and where the failure to be so qualified would reasonably be
      expected to have a Material Adverse Effect. Neither the Company nor any of
      its
      Significant Subsidiaries is currently in violation of any of the provisions
      of
      its Certificate of Incorporation or By-laws (or other applicable charter
      documents), each as amended to date.

     

    3.2 Corporate
      Power and Authority.
      All
      corporate action on the part of the Company, its officers, directors and
      shareholders necessary for the authorization, execution, delivery and
      performance of this Agreement, the Cooperation Agreement and the Registration
      Rights Agreement and the consummation of the transactions contemplated herein
      and therein have been taken. This Agreement, the Cooperation Agreement and
      the
      Registration Rights Agreement shall constitute the legal, valid and binding
      obligation of the Company, enforceable against the Company, in accordance with
      the respective terms of the agreements, except as such may be limited by
      bankruptcy, insolvency, reorganization or other laws affecting creditors' rights
      generally and by general equitable principles. The Company has all requisite
      corporate power and authority to enter into this Agreement, the Cooperation
      Agreement and the Registration Rights Agreement and to carry out and perform
      their obligations under the terms hereof and thereof.

     

    3.3 No
      Violation.
      None of
      the execution, delivery and performance by the Company of this Agreement, the
      Cooperation Agreement and the Registration Rights Agreement, or compliance
      with
      the terms and provisions hereof and thereof (a) will contravene any applicable
      provision of any material law, statute, rule, regulation, order, writ,
      injunction or decree of any court or Governmental Authority, (b) will conflict
      with or result in any breach of, any of the terms, covenants, conditions or
      provisions of, or constitute a default under, or result in the creation or
      imposition of (or the obligation to create or impose) any Lien upon any of
      the
      material property or assets of the Company or its Significant Subsidiaries
      pursuant to the terms of, any indenture, mortgage, deed of trust, agreement
      or
      other material instrument to which the Company or any of its Significant
      Subsidiaries is a party or by which it or any of its or their property or assets
      are bound or to which it may be subject or result in the acceleration of any
      obligation of the Company or (c) will violate any provision of the Certificate
      of Incorporation or By-laws (or other applicable charter documents) of the
      Company, each as amended to date.

     

    
      
        
        

      

      
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    3.4 Capitalization.
      

     

    (a) Section
      3.4
      of the
      Disclosure Schedules discloses the number of authorized, issued and outstanding
      shares of capital stock of the Company, and outstanding warrants and options
      to
      purchase capital stock of the Company as of the date hereof. As of the date
      hereof, 1,082,928 shares of Common Stock were reserved for future issuance
      pursuant to outstanding options and up to 3,212,893 shares of Common Stock
      were
      reserved for future issuance pursuant to outstanding warrants issued by the
      Company, which excludes 9,144,037 shares of Common Stock to be reserved for
      future issuance pursuant to warrants expected to be issued on January 4, 2008.
      As of the date hereof, a total of 10,072,722 additional shares of Common Stock
      were authorized and reserved for future issuance pursuant to option and other
      equity plans adopted or approved by the Company. As of the date hereof, except
      as further disclosed in Section
      3.4
      of the
      Disclosure Schedules, there are no other outstanding options, warrants, rights
      (including conversion or preemptive rights) or any agreement for the purchase
      or
      acquisition from the Company of any shares of the Company's capital stock or
      voting agreements with respect to equity of the Company. All outstanding shares
      of the capital stock of the Company have been duly authorized, validly issued,
      fully paid and nonassessable. Except as disclosed in Section
      3.4
      of the
      Disclosure Schedules, there are no obligations, contingent or otherwise, of
      the
      Company to repurchase, redeem or otherwise acquire any shares of Common Stock
      or
      other equity securities of the Company. Except as disclosed in Section
      3.4
      of the
      Disclosure Schedules, the issuance of the Shares will not result in SkyTerra
      being obligated to issue, sell or purchase, pursuant to any existing
      pre-emptive, anti-dilution, redemption or other right of third parties, shares
      of Common Stock or other securities to or from any Person (other than the
      Purchaser), and will not result in a right of any holder of convertible or
      contingent securities issued by Company to adjust the exercise, conversion,
      exchange or reset price under such securities, including, in any such case,
      pursuant to any "poison pill" or shareholders rights plan. Except as disclosed
      in Section
      3.4
      of the
      Disclosure Schedules, there are no anti-dilution or price adjustment provisions
      contained in any security issued by Company (or in any agreement providing
      rights to security holders). None of the outstanding shares of capital stock
      of
      Company were issued in violation of the Securities Act or any state securities
      laws. There are no voting rights for the Company's Non-Voting Common Stock
      that
      are created pursuant to the Company's Certificate of Incorporation or Bylaws,
      without regard to any contractual or other agreements between Company and any
      holder of Non-Voting Common Stock. The only voting rights for the Company's
      Non-Voting Common Stock are rights that arise pursuant to the terms of the
      corporate laws of Delaware.

     

    (b) Section
      3.4
      of the
      Disclosure Schedules discloses the number of authorized, issued and outstanding
      limited partnership units of MSV, and outstanding warrants and options to
      purchase limited partnership units of MSV as of the date hereof. As of the
      date
      hereof, 4,778,250 limited partnership units were reserved for future issuance
      pursuant to outstanding options, restricted shares/phantom units, and warrants
      issued by MSV. As of the date hereof, 1,721,750 additional limited partnership
      units were authorized and reserved for future issuance pursuant to option and
      other equity plans adopted or approved by MSV. As of the date hereof, except
      as
      disclosed in Section
      3.4
      of the
      Disclosure Schedules, there are no other outstanding options, warrants, rights
      (including conversion or preemptive rights) or any agreement for the purchase
      or
      acquisition from MSV or any wholly-owned Subsidiary of any of MSV's limited
      partnership units or voting agreements with respect to equity of MSV. All
      outstanding limited partnership units of MSV have been duly authorized, validly
      issued, fully paid and nonassessable. Except as disclosed in Section
      3.4
      of the
      Disclosure Schedules, there are no anti-dilution or price adjustment provisions
      contained in any security issued by MSV (or in any agreement providing rights
      to
      security holders). None of the outstanding limited partnership units of MSV
      were
      issued in violation of the Securities Act or any state securities
      laws.

     

    
      
        
        

      

      
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    3.5 Valid
      Issuance of the Shares.
      The
      Shares have been duly authorized and upon issuance pursuant to the terms hereof
      (a) will be validly issued, fully paid and nonassessable, (b) will not be
      subject to any preemptive rights or any other similar contractual rights of
      the
      stockholders of the Company or any other Person, and (c) will be delivered
      to
      the Purchaser, free and clear of any Liens (defined for purposes hereof without
      regard to the exceptions set forth in clauses (a) and (b) of the definition
      of
      Lien) which are imposed by the Company, or arise as a result of the Company's
      action or omission, other than those transfer restrictions explicitly set forth
      in this Agreement (including, without limitation, Sections
      4.4,
      and
7.1).

     

    3.6 Litigation.
      Except
      as disclosed in Section
      3.6
      of the
      Disclosure Schedules, no actions, suits, claims, investigations or proceedings
      are pending or, to the Company's knowledge, threatened or reasonably likely
      to
      be asserted that would reasonably be expected to have, individually or in the
      aggregate (a) a Material Adverse Effect or (b) an adverse effect on the rights
      or remedies of the Purchaser or on the ability of the Company or its Significant
      Subsidiaries to perform their respective obligations under the Transaction
      Documents. Except as disclosed in Section
      3.6
      of the
      Disclosure Schedules, neither the Company, nor any of its Significant
      Subsidiaries is a party to or named in or subject to any order, writ,
      injunction, judgment or decree of any court or Governmental
      Authority.

     

    3.7 Approvals.
      Assuming the accuracy of the Purchaser's representations and warranties set
      forth in Section 4 below, except (a) in connection with or in order to comply
      with the applicable provisions of the Hart-Scott-Rodino Antitrust Improvements
      Act of 1976 (the "HSR
      Act")
      and,
      if necessary, similar foreign competition or Antitrust Laws, (b) for any
      required filings and recordings which have been made and are in full force
      and
      effect, (c) for the filing of a registration statement with the SEC pursuant
      to
      the Registration Rights Agreement and (d) for applicable blue sky notice
      filings, no order, consent, approval, license, authorization or validation
      of,
      or filing, recording or registration with, or exemption by, any Person or
      Governmental Authority, is required to authorize or is required for or as a
      condition to (i) the execution and delivery of this Agreement, the Cooperation
      Agreement or the Registration Rights Agreement or the consummation of the
      issuance and sale of the Shares contemplated hereby or (ii) the legality,
      validity, binding effect or enforceability of this Agreement, the Cooperation
      Agreement or the Registration Rights Agreement. The execution and delivery
      by
      the Company of this Agreement, the Cooperation Agreement and the Registration
      Rights Agreement, and the issuance of the Shares, do not require the consent
      or
      approval of the security holders of the Common Stock or of any other
      Person.

     

    3.8 Conformity
      to Securities Act and Exchange Act; No Misstatement or Omission.
      Each of
      the SEC Reports as of the date it was filed with the SEC in the case of the
      Exchange Act Reports or declared effective in the case of the Registration
      Statements, complied in all material respects with the applicable requirements
      of the Securities Act or the Exchange Act (as applicable) and the respective
      rules and regulations of the SEC thereunder and did not contain an untrue
      statement of a material fact or omit to state a material fact necessary in
      order
      to make the statements therein not misleading. Since September 1, 2006, the
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC pursuant to the reporting requirements
      of the Exchange Act.

     

    
      
        
        

      

      
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    3.9 Financial
      Statements; Indebtedness.
      

     

    (a) Except
      as
      disclosed in Section
      3.9(a)
      of the
      Disclosure Schedules, the financial statements and supporting schedules included
      in the Company's Annual Report on Form 10-K for the year ended December 31,
      2006, and in the Company's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2007 and in any Registration Statements or other SEC Reports,
      in
      each case filed with the SEC, present fairly, in all material respects, the
      consolidated financial position of the Company and its Significant Subsidiaries
      as of the dates specified and the consolidated results of their operations
      and
      cash flows for the periods specified, in each case, in conformity with GAAP
      applied on a consistent basis during the periods involved, except as indicated
      therein or in the notes thereto.

     

    (b) Except
      for Indebtedness disclosed in Section
      3.9(b)
      of the
      Disclosure Schedules and in the Company's Annual Report on Form 10-K for the
      year ended December 31, 2006, and in the Company's Quarterly Report on Form
      10-Q
      for the quarter ended September 30, 2007, the Company and the Significant
      Subsidiaries, taken as a whole, have no Indebtedness outstanding at the date
      hereof. Neither the Company nor any Significant Subsidiary are in default with
      respect to any outstanding Indebtedness or any instrument relating thereto,
      and
      no event has occurred, or facts and circumstances exist, which, after passage
      of
      time, would result in such a default.

     

    3.10 Investment
      Company Act.
      The
      Company is not an "investment company" or a company "controlled" by an
      "investment company," within the meaning of the Investment Company Act of
      1940.

     

    3.11 No
      Material Adverse Changes.
      Since
      September 30, 2007, (a) no event has occurred which has had, or would reasonably
      be expected to have, a Material Adverse Effect; (b) except as contemplated
      by
      this Agreement or as disclosed in Section
      3.11(b)
      of the
      Disclosure Schedules, there has been no transaction entered into by the Company
      or any of its Significant Subsidiaries other than transactions in the ordinary
      course of business or transactions which would not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect on the
      Company; (c) there have not been any changes in the Company's authorized capital
      or Indebtedness or any increases in the Indebtedness of the Company or its
      Significant Subsidiaries taken as a whole, except as disclosed in Section
      3.11(c)
      of the
      Disclosure Schedules; (d) there has been no actual or, to the knowledge of
      the
      Company, threatened revocation of, or default under, any contract to which
      the
      Company or any of its Significant Subsidiaries is a party, except as would
      not
      reasonably be expected to have a Material Adverse Effect; (e) except as
      disclosed in Section
      3.11(e)
      of the
      Disclosure Schedules, there have not been any amendments or changes in the
      charter documents or by-laws of the Company or the Significant Subsidiaries;
      (f)
      except as disclosed in Section
      3.11(f)
      of the
      Disclosure Schedules, there has not been any entry into an amendment of,
      relinquishment, termination or non-renewal by the Company or the Significant
      Subsidiaries of any material contract, license, lease, transaction, commitment
      or other right or obligation, other than in the ordinary course of business,
      consistent with past practice; and (g) there has not been any transfer or grant
      of a right with respect to the Intellectual Property owned or licensed by the
      Company or its Significant Subsidiaries, except as among the Company and the
      Significant Subsidiaries which would not materially impact the Company's
      business plans.

     

    
      
        
        

      

      
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    3.12 Tax
      Returns and Payments.
      Except
      as would not reasonably be expected to have a Material Adverse Effect, (a)
      each
      of the Company and its Significant Subsidiaries has filed all U.S. federal
      income tax returns and other material domestic and foreign tax returns and
      reports required to be filed by it, all such returns and reports are true and
      correct to the best of the Company's knowledge, and each of the Company and
      its
      Significant Subsidiaries has paid all taxes and other assessments shown due
      on
      such returns and reports; (b) there is no pending or, to the knowledge of the
      Company, threatened non-routine examination, investigation, audit, suit, action,
      claim or proceeding relating to taxes of the Company or any of its Significant
      Subsidiaries; (c) none of the Company or any of its Significant Subsidiaries
      have received written notice of a determination by any taxing authority that
      any
      material tax amounts are owed by the Company or any of its Significant
      Subsidiaries, which determination has not been paid, compromised, or otherwise
      finally disposed of, and, to the knowledge of the Company, no such determination
      is proposed or threatened; and (d) there are no material liens arising from
      or
      related to taxes on or pending against the Company or any of its Significant
      Subsidiaries, or any of their properties, other than statutory liens for taxes
      that are not yet due and payable.

     

    3.13 Significant
      Subsidiaries.
      As of
      the respective Closing Date, the Company has no directly or indirectly held
      Significant Subsidiary other than those disclosed in Section
      3.13
      of the
      Disclosure Schedules. Each of the Company and its Significant Subsidiaries
      has
      good title to all of the shares (or other equity interests) it purports to
      own
      of the stock of each Significant Subsidiary, free and clear in each case of
      any
      Lien (defined for purposes hereof without regard to the exceptions contained
      in
      (a) and (b) of the definition of Lien). All such shares have been duly
      authorized, validly issued and are fully paid and nonassessable. As of the
      Closing Date, the Company is not party to any joint venture or similar
      arrangement, except as disclosed in Section
      3.13
      of the
      Disclosure Schedule.

     

    3.14 Properties.
      Except
      as disclosed in Section
      3.14
      of the
      Disclosure Schedules, the Company and each of its Significant Subsidiaries
      owns
      its properties and assets, free and clear of all Liens. With respect to leased
      property and assets, the Company and its Significant Subsidiaries are in
      material compliance with such leases and hold a valid leasehold interest, free
      of any Liens, except as would not reasonably be expected to have a Material
      Adverse Effect.

     

    3.15 Regulatory
      Matters.

     

    (a) Authorizations.
      Section
      3.15(a)
      of the
      Disclosure Schedules lists all material Federal Communications Commission
      ("FCC"),
      state
      public utility commission ("PUC")
      and
      foreign regulatory authority permits, licenses, certificates, registrations
      and
      other similar material authorizations held by the Company and its Significant
      Subsidiaries (collectively, the "Authorizations").
      Except as disclosed in Section
      3.15(a)(ii)
      of the
      Disclosure Schedules, the Authorizations consist of all such authorizations
      necessary or appropriate for the conduct of the business of the Company and
      its
      Significant Subsidiaries as it is currently being conducted. The Company and
      its
      Significant Subsidiaries have maintained and kept in force and effect, and
      have
      applied in a timely manner for renewal of all such Authorizations. Except as
      disclosed in Section
      3.15(a)(ii)
      of the
      Disclosure Schedules, the Company and its Significant Subsidiaries are in
      compliance with all such Authorizations and any material terms and conditions.
      Except as disclosed in Section
      3.15(a)(ii)
      of the
      Disclosure Schedules, each Authorization which is material to the business
      of
      the Company is valid and in full force and effect, and the Company and its
      Significant Subsidiaries have not received notice from the FCC, any PUC, or
      any
      foreign regulatory authority of its intention to revoke, suspend, condition
      or
      fail to renew any such Authorization. Except as disclosed in Section
      3.15(a)(ii)
      of the
      Disclosure Schedules, no event has occurred or facts and circumstances exist,
      which allows or would reasonably be expected to allow, or which after notice
      or
      lapse of time would allow or would reasonably be expected to allow, revocation,
      suspension, non-renewal or termination or result in any other material
      impairment of the Company's or its Significant Subsidiaries' rights under any
      of
      its Authorizations.

     

    
      
        
        

      

      
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    (b) Compliance
      with Laws.
      Except
      as disclosed in Section
      3.15(b)
      of the
      Disclosure Schedules, the conduct of the Company's business complies with all
      applicable U.S., state, local and foreign laws (including, without limitation,
      the Communications Act of 1934, as amended, and the Communications Assistance
      for Law Enforcement Act), ordinances, rules, regulations, and orders (including,
      without limitation, those issued by the FCC, any PUC or any foreign regulatory
      authority) (collectively, "Laws"),
      except where the failure to so comply would not reasonably be expected to have
      a
      Material Adverse Effect. The Company is not in violation of any applicable
      Environmental Protection Laws and, to its knowledge, no material expenditures
      are or will be required in order to comply with any such laws, in each case,
      except as would not reasonably be expected to have a Material Adverse
      Effect.

     

    3.16 Permits.
      The
      Company and its Significant Subsidiaries have all franchises, permits, licenses
      and any similar authority (the "Permits")
      necessary for the conduct of their business as now being conducted by them,
      the
      lack of which could, individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect. As of the date hereof, no suspension or
      cancellation of any of the Permits is pending or, to the knowledge of the
      Company, threatened which could, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect. The Company believes it can obtain,
      without undue burden or expense, any similar authority for the conduct of its
      business as presently proposed to be conducted. The Company and its Significant
      Subsidiaries are not in default under any of such franchises, permits, licenses
      or other similar authorities.

     

    3.17 Brokers.
      Neither
      the Company nor any of its Significant Subsidiaries has any liability to pay
      any
      fees, commissions or other similar compensation to any broker, finder,
      investment banker, financial advisor or other similar Person in connection
      with
      the transactions contemplated by this Agreement.

     

    3.18 Leases.
      Each of
      the Company and its Significant Subsidiaries has complied with all material
      obligations under all leases for real property to which it is a party as a
      lessee. All
      leases relating to the leasehold estates of each of the Company and its
      Significant Subsidiaries necessary for the conduct of the business of such
      Person are, with respect to the Company, valid and enforceable, and, to the
      knowledge of the Company, are valid and enforceable with respect to the lessor,
      and each of the Company and its Significant Subsidiaries that is the lessee
      in
      respect thereof currently enjoys peaceful and undisturbed possession of the
      premises subject thereto.

     

    
      
        
        

      

      
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    3.19 Intellectual
      Property.
      

     

    (a) Except
      as
      disclosed in Part 1 of Section
      3.19
      of the
      Disclosure Schedules, the Company and each of its Significant Subsidiaries
      owns,
      possesses or has the right to use, exploit and/or practice patents, trade
      secrets, trademarks, service marks, trade names, copyrights, franchises and
      licenses, and rights with respect thereto (collectively, "Intellectual
      Property"),
      necessary for the present conduct of its business and as such business is
      proposed to be conducted.

     

    (b) Except
      as
      disclosed in Part 2 of Section
      3.19
      of the
      Disclosure Schedules, there are no outstanding options, licenses, or agreements
      of any kind relating to the Company's and/or its Significant Subsidiaries'
      Intellectual Property with the exception of agreements for the sale or license
      of the Company's products or services in the ordinary course of
      business.

     

    (c) Except
      as
      disclosed in Part 3 of Section
      3.19
      of the
      Disclosure Schedules, neither the Company nor any of its Significant
      Subsidiaries is a party to any agreement or license under which the Company
      or
      any Significant Subsidiary acquires any right, license, title or interest in,
      under or to any third party Intellectual Property, other than (i) licenses
      that
      are available to the public generally for a license fee of less than $10,000
      and
      that were obtained in the ordinary course of business; and (ii) license or
      ownership rights arising from services or development agreements (or the like)
      made with third parties in the ordinary course of business.

     

    (d) The
      Company has not received any communications alleging that the Company or any
      Significant Subsidiary has violated, infringed or misappropriated or, by
      conducting its business as presently proposed, would violate, infringe or
      misappropriate any of the Intellectual Property of any other
      Person.

     

    (e) To
      the
      knowledge of the Company and its Significant Subsidiaries, no Person is
      infringing or misappropriating the Intellectual Property of the Company or
      its
      Significant Subsidiaries.

     

    (f) Except
      as
      disclosed in Section
      3.19
      of the
      Disclosure Schedule, neither the Company nor any Significant Subsidiary is
      subject or a party to any order, decree, judgment, stipulation or agreement
      restricting its ability to conduct the business, including the sale of products
      or services, in any geographic area, market or field. 

     

    3.20 Securities
      Laws.
      Assuming the accuracy of the Purchaser's representations and warranties set
      forth in Section 4, the offer, sale and issuance of the Shares, as provided
      in
      this Agreement, is, is intended to be and will, on each Closing Date, be exempt
      from the registration requirements of the Securities Act pursuant to Section
      4(2) thereof.

     

    3.21 Insurance.
      Except
      as disclosed in Section
      3.21
      of the
      Disclosure Schedules the Company and the Significant Subsidiaries are insured
      by
      insurers of recognized financial responsibility against such losses and risks
      and in such amounts as are prudent and sufficient to address risks anticipated
      in the businesses in which the Company and the Significant Subsidiaries are
      currently engaged. Neither the Company nor any Significant Subsidiary has any
      reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain coverage from reputable
      insurers as may be necessary to continue its business without a significant
      increase in cost.

     

    
      
        
        

      

      
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    3.22 Internal
      Accounting Controls.
      The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management's general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management's general or specific authorization, and
      (iv)
      the recorded accountability for assets is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act Rule 13a-15(e)) for the Company and designed such
      disclosure controls and procedures to ensure that information required to be
      disclosed by the Company in reports that it files or submits under the Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in the SEC's rules and forms, including controls and procedures
      designed to ensure that such information is accumulated and communicated to
      the
      Company's management as appropriate to allow timely decisions regarding required
      disclosure. The Company has carried out evaluations of the effectiveness of
      their disclosure controls and procedures as required by Rule 13a-15 of the
      Exchange Act.

     

    3.23 Listing
      and Maintenance Requirements.
      The
      Company's Common Stock is registered pursuant to Section 12 of the Exchange
      Act,
      and the Company has taken no action designed to, or which, to its knowledge,
      is
      likely to have the effect of, terminating the registration under the Exchange
      Act nor has the Company received any notification that the SEC is contemplating
      terminating such registration. The Company has not, in the two (2) years
      preceding the date hereof, received notice from any trading market to the effect
      that the Company is not in compliance with the listing or maintenance
      requirements thereof. The Company is in compliance with the maintenance
      requirements for continued quotation of the Common Stock on the OTC Bulletin
      Board or, if applicable, the continued listing requirements of the principal
      exchange upon which the Company's Common Stock is listed, and is not aware
      of
      any actions threatened or reasonably likely to be asserted that would challenge
      such quotation or, if applicable, listing. The issuance and sale of the Shares
      under the Transaction Documents does not contravene the rules and regulations
      of
      the OTC Bulletin Board or, if applicable, the principal trading market on which
      the Common Stock is listed or quoted, and, based solely on the Company's current
      capitalization and without regard to any anti-dilution adjustment that may
      impact the number Shares to be issued, no approval of the stockholders of the
      Company thereunder is required for the Company to issue and deliver to the
      Purchaser the maximum number of Shares contemplated by this Agreement (excluding
      any additional shares that may be issuable as a result of anti-dilution or
      similar adjustments).

     

    4. Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby makes the following representations and warranties, as of
      the
      Closing Date: 

     

    4.1 Authorization.
      All
      corporate, partnership or limited liability company action on the part of the
      Purchaser necessary for the authorization, execution, delivery and performance
      of this Agreement, the Cooperation Agreement and the Registration Rights
      Agreement and the consummation of the transactions contemplated herein and
      therein, has been taken. When executed and delivered by the Purchaser, each
      of
      this Agreement, the Cooperation Agreement and the Registration Rights Agreement
      shall constitute the legal, valid and binding obligation of the Purchaser,
      enforceable against the Purchaser in accordance with its terms, except as such
      may be limited by bankruptcy, insolvency, reorganization or other laws affecting
      creditors' rights generally and by general equitable principles. The Purchaser
      has all the requisite corporate power and authority to enter into each of this
      Agreement, the Cooperation Agreement and the Registration Rights Agreement
      and
      to carry out and perform its obligations under the terms hereof and thereof.
      

     

    
      
        
        

      

      
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    4.2 Purchase
      Entirely for Own Account.
      The
      Purchaser is acquiring the Shares for its own account for investment and not
      for
      the account of any other person or with a view to any resale, fractionalization,
      division, or distribution thereof in a manner that would require registration
      thereof or the transactions contemplated hereby under the Securities Act, and
      the Purchaser does not presently have any reason to anticipate any change in
      his, her or its circumstances or other particular occasion or event which would
      cause the Purchaser to sell the Shares. The Purchaser has no contract,
      undertaking, agreement, understanding or arrangement with any person to sell,
      transfer, or pledge to any person any part or all of the Shares which the
      Purchaser is acquiring, or any interest therein, and has no present plans to
      enter into the same. The Shares were not offered or sold to the Purchaser by
      means of any general solicitation or general advertisement.

     

    4.3 Investor
      Status; Etc.
      The
      Purchaser certifies and represents to the Company that (i) it is an "accredited
      investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
      promulgated under the Securities Act and was not organized for the purpose
      of
      acquiring any of the Shares. The Purchaser has adequate means of providing
      for
      its current needs and personal contingencies, has no need now, and anticipate
      no
      need in the foreseeable future, to sell the Shares, and currently has sufficient
      net worth and financial liquidity to afford a complete loss of his, her or
      its
      investment in the Company. The Purchaser has such knowledge and experience
      in
      financial and business matters so that the Purchaser is capable of evaluating
      the merits and risks of an investment in the Company and has made such
      evaluation. The Purchaser fully understands that the Shares are speculative
      investments which involve a high degree of risk of loss of the Purchaser's
      entire investment. No person or entity, other than the Company or its authorized
      representatives, have offered the Shares to the Purchaser. The overall
      commitment of the Purchaser to investments which are not readily marketable
      is
      not excessive in view of each of the Purchaser's net worth and financial
      circumstances, and any purchase of the Shares will not cause such commitment
      to
      become excessive. The Purchaser is able to bear the economic risk of an
      investment in the Shares.

     

    4.4 Securities
      Not Registered.
      The
      Purchaser understands that the Shares have not been registered under the
      Securities Act, by reason of their issuance by the Company in a transaction
      exempt from the registration requirements of the Securities Act, and that the
      Shares must continue to be held by the Purchaser unless a subsequent disposition
      thereof is registered under the Securities Act or is exempt from such
      registration. The Purchaser understands that the exemptions from registration
      afforded by Rule 144 (the provisions of which are known to it) promulgated
      under
      the Securities Act depend on the satisfaction of various conditions, and that,
      if applicable, Rule 144 may afford the basis for sales only in limited amounts.
      The Purchaser has had an opportunity to ask questions of and receive answers
      from the management and authorized representatives of the Company, and to review
      any other relevant documents and records concerning the business of the Company
      and the terms and conditions of this investment, and that any such questions
      have been answered to the Company's full satisfaction. The Purchaser understands
      that no federal or state agency have passed upon or made any recommendation
      or
      endorsement of an investment in the Shares.

     

    
      
        
        

      

      
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    4.5 No
      Violation.
      Neither
      the execution, delivery and performance by the Purchaser of this Agreement
      or
      the Cooperation Agreement or the Registration Rights Agreement nor compliance
      with the terms and provisions hereof and thereof by the Purchaser (a) will
      contravene any applicable provision of any law, statute, rule, regulation,
      order, writ, injunction or decree of any court or Governmental Authority, except
      as would not have a material adverse effect on the Purchaser's ability to
      consummate the transactions contemplated hereby or thereby; or (b) will violate
      any provision of the organizational documents of the Purchaser, except as would
      not have a material adverse effect on the Purchaser's ability to consummate
      the
      transactions contemplated hereby. 

     

    4.6 Brokers.
      The
      Purchaser has no liability to pay any fees, commissions or other similar
      compensation to any broker, finder, investment banker, financial advisor or
      other similar Person in connection with the transactions contemplated by this
      Agreement.

     

    4.7 Consents.
      All
      consents, approvals, orders and authorizations required on the part of the
      Purchaser in connection with the execution, delivery or performance of this
      Agreement and the consummation of the transactions contemplated herein have
      been
      obtained and are effective as of the date hereof. 

     

    4.8 Reliance.
      The
      Purchaser is relying solely upon the advice of its own financial, legal and
      tax
      advisors and their entering into the transactions contemplated by this Agreement
      is the result of independent arm's length negotiations between the Purchaser
      and
      the Company. The Purchaser also acknowledges that the Company is relying on
      this
Section
      5
      and
      would not consummate the transactions contemplated by this Agreement in the
      absence of this Section
      5.

     

    4.9 Material
      Non-Public Information.
      The
      Purchaser hereby acknowledges that it is familiar with its responsibilities
      under federal and state securities laws relating to restrictions on trading
      in
      securities of an issuer while in possession of material, non-public information,
      and restrictions on sharing such information with other persons who may engage
      in such trading. 

     

    5. Governmental
      and FCC Approval.
      The
      parties will promptly execute and file, or join in the execution and filing
      of,
      any application, notification (including any notification or provision of
      information, if any, that may be required under the HSR Act, which the parties
      shall file no later than 15 business days after the date hereof) or other
      document that may be necessary in order to obtain the authorization, approval
      or
      consent of any Governmental Authority, which may be reasonably required in
      connection with the consummation of the transactions contemplated by this
      Agreement. Any fees associated with such notifications or applications shall
      be
      borne 50% by the Company and 50% by the Purchaser. Each party will use
      commercially reasonable efforts to obtain, or assist the other parties in
      obtaining, all such authorizations, approvals and consents, including without
      limitation using commercially reasonable efforts to supply as promptly as
      reasonably practicable any additional information and documentary material
      that
      may be requested pursuant to the HSR Act and to request the expiration or
      termination of the applicable waiting periods under the HSR Act as soon as
      practicable. Each party shall, in connection with its obligation to use
      commercially reasonable efforts to obtain, or assist the other parties in
      obtaining, all such requisite authorizations, approvals or consents, use
      commercially reasonable efforts to (i) cooperate in all reasonable respects
      with
      the other parties in connection with any filing or submission and in connection
      with any investigation or other inquiry, including any proceeding initiated
      by a
      private party, (ii) promptly inform the other parties of any communication
      received by such party from, or given by such party to, the United States
      Department of Justice (the "DOJ"),
      the
      United States Federal Trade Commission (the "FTC"),
      the
      FCC or any other Governmental Authority or quasi-governmental entity and of
      any
      material communication received or given in connection with any proceeding
      by a
      private party, in each case regarding any of the transactions contemplated
      hereby, (iii) permit the other parties, or the other parties' legal counsel,
      to
      review any communication given by it to, and consult with the other parties
      in
      advance of any meeting or conference with, the DOJ, the FTC, the FCC or any
      such
      other Governmental Authority or quasi-governmental entity or, in connection
      with
      any proceeding by a private party, with any other person and (iv) to the extent
      permitted by the FCC or other Governmental Authority, as appropriate, give
      the
      other parties the opportunity to attend and participate in such meetings and
      conferences.

     

    
      
        
        

      

      
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    6. Condition
      Precedent.
      

     

    6.1 Condition
      to the Obligation of the Purchaser to Consummate Each Closing.
      The
      obligation of the Purchaser to consummate each Closing is subject to the
      satisfaction (or waiver by the Purchaser) of the following conditions
      precedent:

     

    (a) 
      That the
      Registration Rights Agreement, in substantially the form attached hereto as
      Exhibit
      A,
      be in
      full force and effect and that the Company will not be in breach of any material
      term of such agreement. 

     

    (b) That
      the
      Company shall have performed all obligations and conditions herein required
      to
      be performed or complied with by the Company on or prior to the Closing
      Date.

     

    6.2 Conditions
      to the Obligation of the Company to Consummate Each Closing.
      The
      obligation of the Company to consummate each Closing and to issue the Shares
      to
      the Purchaser at the Closing is subject to the satisfaction (or waiver by the
      Company) of the following conditions precedent: 

     

    (a) The
      Purchaser shall have performed all obligations and conditions herein required
      to
      be performed or complied with by the Purchaser on or prior to the Closing
      Date.

     

    (b) The
      Purchaser shall have delivered to the Company a Form W-9 or Form W-8, as
      applicable.

     

    
      
        
        

      

      
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    7. Certain
      Covenants and Agreements.
      

     

    7.1 Legends.
      

     

    (a) Each
      certificate or other document evidencing the Shares shall be endorsed with
      the
      legend substantially set forth below, and the Purchaser covenants that, except
      to the extent such restrictions are waived by the Company, the Purchaser shall
      not transfer the shares represented by any such certificate without complying
      with the restrictions on transfer described in this Agreement and the legends
      endorsed on such certificate: 

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION
      STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT OR (II)
      THE
      TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF THE
      CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT
      HAS BEEN RENDERED BY COUNSEL. THE SHARES ARE SUBJECT TO ADDITIONAL RESTRICTIONS
      ON TRANSFER CONTAINED IN THAT CERTAIN SUBSCRIPTION AGREEMENT DATED DECEMBER
      14,
      2007. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE
      CORPORATION

     

    (b) The
      legend set forth in Section
      7.1(a)
      shall be
      removed from the certificates evidencing the Shares, (i) following any sale
      of
      such Shares pursuant to Rule 144 or any effective registration statement, or
      (ii) if such Shares are eligible for sale under Rule 144(k) (and the holder
      of
      such Shares has submitted a written request for removal of the legend, along
      with a legal opinion in compliance with Section
      7.1
      to the
      effect that the holder has complied with the applicable provisions of Rule
      144).
      Subject to receipt of appropriate certifications and opinions, the Company
      shall
      cause its transfer agent promptly upon the occurrence of any of the events
      in
      clauses (i) or (ii) above to effect the removal of the legend on certificates
      evidencing the Shares. 

     

    7.2 Publicity.
      Except
      to the extent required by applicable laws, rules, regulations, stock exchange
      requirements or other obligations set forth in securities agreements outstanding
      as of the date hereof, neither party shall, without the prior written consent
      of
      the other, make any public announcement or issue any press release with respect
      to the transactions and other matters contemplated by this Agreement. The
      parties agree that the Company may issue a press release in the form to be
      mutually agreed upon by the parties.

     

    7.3 Share
      Reservation.
      On or
      prior to the First Issue Date, the Company shall have duly established a share
      reserve with such number of shares of Common Stock sufficient to satisfy the
      Effective Date Shares (and the Effective Date Balance Shares, if necessary)
      and
      the Trigger Date Shares (and the Trigger Balance Shares, if necessary). On
      or
      prior to the Phase 1 Completion Date, the Company shall have duly established
      a
      share reserve with such number of shares of Common Stock sufficient to satisfy
      the Phase 1 Shares (and the Phase 1 Balance Shares, if necessary). The Shares
      shall be issued from such share reserves and, following each issuance of Shares,
      for so long as the Purchaser has the right under this Agreement to acquire
      any
      Shares, the Company shall have authorized and shall maintain sufficient reserves
      of shares of Common Stock to satisfy the Shares and all outstanding options,
      warrants, rights to subscribe to, or securities or rights convertible into,
      any
      shares of Common Stock of the Company.

     

    
      
        
        

      

      
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    7.4 Issuance
      of Non-Voting Common Stock. In
      the
      event that the Purchaser or, upon the occurrence of certain Transfers described
      in Section
      7.5(b)
      below,
      any transferee, shall be prohibited from receiving any of the Shares as a result
      of its status as a non-U.S. entity, the Company shall issue the maximum number
      of shares of Common Stock permissible by law, including the laws of England
      and
      Wales (the "Maximum
      Shares").
      The
      Company shall simultaneously therewith issue to the Purchaser or the transferee,
      as the case may be, such number of shares of Non-Voting Common Stock equal
      to
      the number of shares of Common Stock issuable in excess of the Maximum Shares.
      The Voting Common Stock and the Non-Voting Common Stock shall be the same in
      all
      respects other than with respect to voting rights.

     

    7.5 Exchange
      of Non-Voting Common Stock for Common Stock.

     

    (a) Upon
      the
      written request of the Purchaser, the Company will, subject to the restrictions
      set forth in Section
      7.4
      hereof,
      exchange shares of Non-Voting Common Stock issued pursuant to Section
      7.4
      hereof
      for Common Stock on a one-for-one basis (in each case as appropriately adjusted
      for any stock split, combination, reorganization, recapitalization,
      reclassification, stock dividend, stock distribution or similar event declared
      or effected with respect to the Common Stock after the issuance of such shares
      of Non-Voting Common Stock being exchanged, applying the relevant adjustment
      methodologies, mutatis mutandis, set out in Section
      7.6
      below).
      Upon surrender of certificates representing the shares of Non-Voting Common
      Stock that are being exchanged as part of such transfer, the Company will issue
      to the Purchaser certificates representing the appropriate number of shares
      of
      Common Stock. Notwithstanding the foregoing, in the event that the rules of
      any
      stock exchange or automatic quotation system on which the Company's Common
      Stock
      is then listed, traded or quoted requires shareholder approval prior to the
      issuance of any or all of the Common Stock, the Company shall not be obligated
      to effectuate the exchange of the Non-Voting Common Stock for Common Stock
      unless and until such approval has been obtained. The Company shall use its
      commercial best efforts to obtain such shareholder approval as soon as
      reasonably practicable following receipt of the written request by the
      Purchaser. Notwithstanding anything to the contrary contained in this
Section 7.5
      or
      elsewhere, in the event that any applicable FCC requirements prevent the
      Company from issuing any or all of the Common Stock, the Company shall not
      be obligated to effectuate the exchange of the Non-Voting Common Stock for
      Common Stock unless and until such requirements have been satisfied. The
      Company shall use its commercial best efforts to satisfy such requirements
      as
      soon as reasonably practicable following receipt of the written request by
      the
      Purchaser.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b) If
      the
      Purchaser desires to Transfer any shares of Non-Voting Common Stock to any
      Person, other than pursuant to a Permitted Transfer, then, at the request of
      the
      Purchaser, the Company will reasonably promptly exchange such shares of
      Non-Voting Common Stock for Company voting Common Stock on a one-for-one basis
      (in each case as appropriately adjusted for any stock split, combination,
      reorganization, recapitalization, reclassification, stock dividend, stock
      distribution or similar event declared or effected with respect to the Common
      Stock after the issuance of such shares of Non-Voting Common Stock being
      exchanged, applying the relevant adjustment methodologies, mutatis mutandis,
      set
      out in Section
      7.6
      below);
provided,
      however,
      that in
      the event that the transferee shall be prohibited from receiving the Common
      Stock as set forth in Section
      7.4
      hereof,
      the Purchaser shall Transfer the shares of Non-Voting Common Stock, without
      regard to the provisions of the immediately preceding sentence; provided,
      further,
      such
      provisions shall apply to any subsequent Transfers effectuated by such
      transferee. Upon surrender of certificates representing the shares of Non-Voting
      Common Stock that are being exchanged as part of such transfer, the Company
      will
      issue to the transferee certificates representing the appropriate number of
      shares of Common Stock. 

     

    (c) Notwithstanding
      anything to the contrary contained in this Section
      7.5
      above,
      prior to the issuance of the Common Stock, the Purchaser shall have satisfied
      any and all legal or regulatory requirements for conversion, including
      compliance with the HSR Act. The Company shall use its reasonable best efforts
      in cooperating with such holder to obtain such legal or regulatory approvals
      to
      the extent its cooperation is necessary.

     

    (d) In
      connection with any exchange of Non-Voting Common Stock for Common Stock
      hereunder, the Company shall use its reasonable best efforts to cooperate with
      the Purchaser or its transferee, as applicable, so as to enable such exchange
      to
      be made in accordance with applicable law, rules and regulations and the
      requirements of the Company's transfer agent and registrar and to otherwise
      facilitate the exchange and issuance of the Common Stock, time being of the
      essence. 

     

    7.6 The
      Fair
      Market Value shall be subject to adjustment from time to time prior to the
      issuance of the Trigger Shares as follows:

     

    (a) Adjustments
      to Fair Market Value Upon Stock Dividends, Subdivisions or
      Splits.
      If, at
      any time after the Effective Date and prior to the last day upon which Trigger
      Shares are issued, the number of shares of Common Stock and Non-Voting Common
      Stock (taken together "Ordinary
      Stock")
      outstanding is increased by a stock dividend payable in shares of Ordinary
      Stock
      or by a subdivision or split-up of shares of Ordinary Stock , then, following
      the record date for the determination of holders of Ordinary Stock entitled
      to
      receive such stock dividend, or to be affected by such subdivision or split-up,
      the Fair Market Value applicable to the Trigger Shares shall be decreased by
      multiplying the Fair Market Value by a fraction, the numerator of which is
      the
      number of shares of Ordinary Stock outstanding immediately prior to such
      increase and the denominator of which is the number of shares of Ordinary Stock
      outstanding immediately after such increase in outstanding shares.

     

    (b) Upon
      Combinations or Reverse Stock Splits.
      If, at
      any time after the Effective Date and prior to the Trigger Date, the number
      of
      shares of Ordinary Stock outstanding is decreased by a combination or reverse
      stock split of the outstanding shares of Ordinary Stock into a smaller number
      of
      shares of Ordinary Stock, then, following the record date to determine shares
      affected by such combination or reverse stock split, the Fair Market Value
      applicable to the Trigger Shares shall be increased by multiplying the Fair
      Market Value by a fraction, the numerator of which is the number of shares
      of
      Ordinary Stock outstanding immediately prior to such decrease and the
      denominator of which is the number of shares of Ordinary Stock outstanding
      immediately after such decrease in outstanding shares.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    8. Miscellaneous
      Provisions. 

     

    8.1 Rights
      Cumulative.
      Each
      and all of the various rights, powers and remedies of the parties shall be
      considered to be cumulative with and in addition to any other rights, powers
      and
      remedies which such parties may have at law or in equity in the event of the
      breach of any of the terms of this Agreement. The exercise or partial exercise
      of any right, power or remedy shall neither constitute the exclusive election
      thereof nor the waiver of any other right, power or remedy available to such
      party. 

     

    8.2 Pronouns.
      All
      pronouns or any variation thereof shall be deemed to refer to the masculine,
      feminine or neuter, singular or plural, as the identity of the person, persons,
      entity or entities may require. 

     

    8.3 Notices.
      

     

    (a) Any
      notices, reports or other correspondence (hereinafter collectively referred
      to
      as "correspondence") required or permitted to be given hereunder shall be sent
      by postage prepaid first class mail (sent certified or registered), overnight
      courier or facsimile transmission, or delivered by hand to the party to whom
      such correspondence is required or permitted to be given hereunder. The date
      of
      giving any notice shall be the date of its actual receipt. 

     

    
      	
              (b)

            	
              All
                correspondence to the Company shall be addressed as
                follows:

            
	 	 
	 	
              SkyTerra
                Communications, Inc. 

            
	 	
              10802
                Parkridge Boulevard

            
	 	
              Reston
                VA 20191

            
	 	
              Facsimile
                No.: 703-390-2770

            
	 	
              Attn:
                Chief Financial Officer

            
	 	 
	 	
              with
                copies (which shall not constitute notice) to:

            
	 	 
	 	
              SkyTerra
                Communications, Inc. 

            
	 	
              10802
                Parkridge Boulevard

            
	 	
              Reston
                VA 20191

            
	 	
              Facsimile
                No.: 703-390-6113

            
	 	
              Attn:
                General Counsel

            
	 	 
	 	
              Skadden,
                Arps, Slate, Meagher & Flom LLP

            
	 	
              Four
                Times Square

            
	 	
              New
                York, New York 10036

            
	 	
              Facsimile
                No.: 212-735-2000

            
	 	
              Attn:
                Gregory Fernicola

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              All
                correspondence to the Purchaser shall be addressed as
                follows:

            
	 	 
	 	
              Inmarsat
                Global Limited

            
	 	
              99
                City Road

            
	 	
              London
                EC1YAX

            
	 	
              United
                Kingdom

            
	 	
              Facsimile
                No.: 44 20 7728 1650

            
	 	
              Attn:
                General Counsel

            
	 	 
	 	
              with
                a copy (which shall not constitute notice) to:

            
	 	 
	 	
              Latham
                & Watkins LLP

            
	 	
              555
                Eleventh Street, NW, Suite 1000

            
	 	
              Washington,
                DC 20004

            
	 	
              Facsimile
                No.: 202-637-2201

            
	 	
              Attn:
                John Janka

            


    

     

    (d) Any
      party
      may change the address to which correspondence to it is to be addressed by
      notification as provided for herein. 

     

    8.4 Captions.
      The
      captions and paragraph headings of this Agreement are solely for the convenience
      of reference and shall not affect its interpretation. 

     

    8.5 Severability.
      Should
      any part or provision of this Agreement be held unenforceable or in conflict
      with the applicable laws or regulations of any jurisdiction, the invalid or
      unenforceable part or provisions shall be replaced with a provision which
      accomplishes, to the extent possible, the original business purpose of such
      part
      or provision in a valid and enforceable manner, and the remainder of this
      Agreement shall remain binding upon the parties hereto. 

     

    8.6 Governing
      Law; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
      TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
      AGREEMENT.

     

    8.7 Waiver.
      No
      waiver of any term, provision or condition of this Agreement, whether by conduct
      or otherwise, in any one or more instances, shall be deemed to be, or be
      construed as, a further or continuing waiver of any such term, provision or
      condition or as a waiver of any other term, provision or condition of this
      Agreement. 

     

    8.8 Assignment.
      The
      rights and obligations of any party hereto shall inure to the benefit of and
      shall be binding upon the authorized successors and permitted assigns of such
      party. This Agreement may be assigned to any party to whom the Cooperation
      Agreement will be assigned.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    8.9 Survival.
      The
      representations and warranties given by the Company in Sections 3.1, 3.2 (other
      than with respect to the Cooperation Agreement), 3.3(c) (other than with respect
      to the Cooperation Agreement), 3.5, 3.7 and 3.20 hereto (collectively, the
      "Share
      Issuance Representations")
      are
      restated as of each Closing Date with respect to the Shares issued on such
      Closing Date and shall survive the particular Closing Date on which such Share
      Issuance Representations are given and the consummation of the transactions
      contemplated herein and shall expire on the eighteen month anniversary of the
      applicable Closing Date. All representations and warranties given by the Company
      herein other than the Share Issuance Representations shall survive the date
      of
      this Agreement and the consummation of the transactions contemplated herein
      and
      shall expire on the eighteen month anniversary of the date of this Agreement.
      Accordingly, no claim relating to any representation or warranty given by the
      parties hereto applicable to the Closing Date may be made following such
      expiration. If a claim relating to any representation or warranty given by
      the
      parties hereto is made on or prior to the expiration thereof, then,
      notwithstanding anything to the contrary contained in this Section
      8.9,
      such
      representation or warranty shall not so expire, but rather shall remain in
      full
      force and effect until such time as such claim has been fully and finally
      resolved, either by means of a written settlement agreement executed on behalf
      of the parties or by means of a final, non-appealable judgment issued by a
      court
      of competent jurisdiction. The respective covenants and agreements agreed to
      by
      a party hereto shall survive the date of this Agreement and the consummation
      of
      the transactions contemplated herein in accordance with their respective terms
      and conditions. 

     

    8.10 Entire
      Agreement.
      This
      Agreement and the Transaction Documents constitute the entire agreement between
      the parties hereto respecting the subject matter hereof and supersede all prior
      agreements, negotiations, understandings, representations and statements
      respecting the subject matter hereof, whether written or oral, between the
      Company and the Purchaser. 

     

    8.11 Amendments.
      Any
      amendment, supplement or modification of or to any provision of this Agreement
      and any waiver of any provisions of this Agreement shall be effective only
      if
      made or given in writing and signed by the Company and the
      Purchaser.

     

    8.12 No
      Third Party Rights.
      This
      Agreement is intended solely for the benefit of the parties hereto and their
      respective successors and permitted assigns and is not intended to confer any
      benefits upon, or create any rights in favor of, any Person (including, without
      limitation, any stockholder or debt holder of the Company or MSV) other than
      the
      parties hereto. 

     

    8.13 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      document. The parties hereto confirm that any facsimile copy of another party's
      executed counterpart of this Agreement (or its signature page thereof) will
      be
      deemed to be an executed original thereof. 

     

    8.14 Expenses.
      Each of
      the Company and the Purchaser shall pay its own fees and expenses in connection
      with the consummation of the transactions contemplated hereby. 

     

    [Signature
      pages follow.]

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Each
      of
      the parties hereto has caused a counterpart of this Agreement to be duly
      executed and delivered as of the date first written above.

     

    
      	 	
              SKYTERRA
                COMMUNICATIONS, INC.

            
	 	 	 
	 	
              By:

            	/s/
              Scott Macleod
	 	
              Name:

            	
              Scott
                Macleod

            
	 	
              Title:

            	
              Executive
                Vice President, Chief Financial Officer and Treasurer

            
	 	 	 
	 	 	 
	 	
              INMARSAT
                GLOBAL LIMITED

            
	 	 	 
	 	
              By:

            	
              /s/
                Rupert Pearce

            
	 	
              Name:

            	
              Rupert
                Pearce

            
	 	
              Title:

            	
              Group
                General Counsel

            
	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    LIST
      OF EXHIBITS

    


    
      	
              Exhibit
                A:

            	
              Form
                of Registration Rights Agreement

            
	
              Exhibit
                B:

            	
              Form
                of Capitalization Table

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Form
      of
      Registration Rights Agreement

     

    See
      Exhibit 10.3 to the Current Report on Form 8-K of
      SkyTerra Communications, Inc. filed with the 

    Securities
      and Exchange Commission on December 21,
      2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Form
      of Capitalization Table

     

    
      
        	 	 	 	 	 	 
	SkyTerra
                Common Shares (1),
(2)	 	
                 Current
                  (12/20/07)

              	 	
                 Pro
                  Forma (01/04/08)

              	 
	 	 	
                Shares

              	 	
                %

              	 	
                Shares

              	 	
                %

              	 
	
                Apollo
                  (3)

              	 	 	
                16,398,129

              	 	 	
                14

              	
                %

              	 	
                16,398,129

              	 	 	
                14

              	
                %

              
	
                Management
                  Options (4)

              	 	 	
                6,517,751

              	 	 	
                6

              	
                %

              	 	
                6,517,751

              	 	 	
                6

              	
                %

              
	
                Immarsat

              	 	 	
                -

              	 	 	
                0

              	
                %

              	 	
                -

              	 	 	
                0

              	
                %

              
	
                Float
                  / Other (5)

              	 	 	
                90,481,948

              	 	 	
                80

              	
                %

              	 	
                90,481,948

              	 	 	
                80

              	
                %

              
	
                Total
                  Fully Diluted Common Shares (6),
(7)

              	 	 	
                113,397,828

              	 	 	
                100

              	
                %

              	 	
                113,397,828

              	 	 	
                100

              	
                %

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              	 	 	 	 	 	
                 Exercise 

              	 	 	
              	 	 	
                Exercise

              	 
	
                SkyTerra
                  Warrants(3),
                  (8)

              	 	 	
                Shares

              	 	 	
                Price

              	 	 	
                Shares

              	 	 	
                Price

              	 
	
                Series
                  1A (Select One of Following)

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                $40.00
                  or less

              	 	 	
                652,711

              	 	
                $

              	
                20.39

              	 	 	
                652,711

              	 	
                $

              	
                20.39

              	 
	
                $50.00

              	 	 	
                592,478

              	 	
                $

              	
                19.20

              	 	 	
                592,478

              	 	
                $

              	
                19.20

              	 
	
                $60.00

              	 	 	
                337,043

              	 	
                $

              	
                15.14

              	 	 	
                337,043

              	 	
                $

              	
                15.14

              	 
	
                $70.00
                  or more

              	 	 	
                316,754

              	 	
                $

              	
                0.10

              	 	 	
                316,754

              	 	
                $

              	
                0.10

              	 
	
                Series
                  2A

              	 	 	
                2,560,182

              	 	
                $

              	
                25.85

              	 	 	
                2,560,182

              	 	
                $

              	
                25.85

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Harbinger
                  Warrants (9)

              	 	 	
                -

              	 	 	
                -

              	 	 	
                9,144,037

              	 	
                $

              	
                10.00

              	 


      

      


      Footnotes:

      


      (1)
        Voting
        Common: 200,000,000 Authorized Shares; 34,265,663 Outstanding Shares (as
        of
        December 20, 2007).

      


      (2)
        Non-Voting Common: 100,000,000 Authorized Shares; 72,614,414 Outstanding
        Shares
        (as of December 20, 2007).

      


      (3)
        Apollo
        has SkyTerra Series 1A and 2A warrants that, although currently out of the
        money, could become a dilution factor at a higher SkyTerra trading price.
        The
        shares of SkyTerra Common Stock underlying the Series 1A and 2A Warrants
        are
        subject to anti-dilution protection, including upon the exercise of the
        Harbinger Warrants.

      


      (4)
        Includes
        MSV management options exchanging for SkyTerra options and SkyTerra management
        options as calculated on a treasury method basis at a current SKYT trading
        price
        of $5.85. On a non-treasury method basis, there are currently 1,082,928 SkyTerra
        options outstanding. On a non-treasury method basis, there are currently
        4,778,250 MSV options outstanding (including 50,000 restricted / phantom
        units),
        which upon exchange to SkyTerra options at a ratio of 2.82, will result in
        a
        total of 13,474,665 SkyTerra options.

      


      (5)
        Other
        includes BCE, Inc. and TerreStar Corp.

      


      (6)
        Up to
        12% of the Company’s outstanding Common Stock will be available for grants
        pursuant to the 2006 Equity and Incentive Plan (the “2006 Plan”). On a monthly
        basis, that number will be adjusted, provided such adjustment involves increases
        of greater than 100,000 shares, to maintain the number of shares outstanding
        or
        issuable under the 2006 Plan at 12% of the Company’s outstanding Common Stock,
        up to a maximum of 15,000,000 shares. As of the date hereof, and prior to
        the
        Initial Closing, there are 9,193,600 shares available for issuance under
        the
        2006 Plan. Such number may be increased prior to the Initial Closing to a
        maximum of 12,825,609 (12% of total common outstanding prior to the Initial
        Closing). 

      


      (7)
        Pursuant
        to the 1998 Long Term Incentive Plan, 879,122 shares of Common Stock were
        authorized and reserved for future issuance.

      


      (8)
        Common
        shares underlying SkyTerra warrants at conversion as of December 20, 2007.
        There
        are 234,633 Series 1A warrants and 9,810,033 Series 2A warrants outstanding.
        The
        conversion shares underlying the Series 1A Warrants are calculated on a sliding
        scale dependent upon the SkyTerra trading price. 

      


      (9)
        Harbinger has SkyTerra warrants that, although currently out of the money,
        could
        become a dilution factor at a higher SkyTerra trading price. The number of
        shares issuable upon exercise of the warrants provides Harbinger ownership
        of
        7.5% of the fully-diluted shares of SkyTerra Common Stock (projected for
        January
        3, 2008) on a treasury method basis, assuming an agreed-upon SkyTerra share
        price of $5.05. The shares of SkyTerra Common Stock underlying the Harbinger
        Warrants have certain pre-emptive rights and anti-dilution protection rights,
        subject to customary exceptions.