EX-10.1






SETTLEMENT AGREEMENT




This Settlement Agreement (the “Agreement”) is made by and among ViaSat, Inc. (“ViaSat”), Space
Systems/Loral, LLC (f/k/a Space Systems/Loral, Inc.) (“SS/L”), Loral Space & Communications Inc.
(“LS&C”), and (with respect to Section 4.2) MacDonald, Dettwiler and Associates Ltd. (“MDA”). The
effective date of this Agreement shall be the date of last signature (“Effective Date”).



Recitals




WHEREAS, ViaSat filed a complaint on Feb. 1, 2012 in the United States District Court for the
Southern District of California, No. 3:12-cv-260-H-WVG, alleging patent infringement and breach of
contract against SS/L and LS&C (“’260 Case”);



WHEREAS, ViaSat filed a complaint on September 13, 2013 in the United States District Court for the
Southern District of California, No. 3:12-cv-2074-H-WVG, alleging patent infringement and breach of
contract against SS/L (“’2074 Case”);



WHEREAS, SS/L filed counterclaims and affirmative defenses against ViaSat in the ’260 Case and
’2074 Case, and LS&C filed counterclaims and affirmative defenses against ViaSat in the ’260 Case;
and



WHEREAS, to avoid the time and expense of further litigation, the Parties desire to settle and
resolve all differences and disputes that exist or may exist between them according to the terms
further set forth herein.



NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the
Parties hereby agree as follows:




1. Definitions



For purposes of this Agreement, the following terms shall have the meanings given:



1.1 “Affiliate” shall mean, with respect to an entity, any other entity, directly or
indirectly, Controlling or Controlled by or under common Control with such first named entity as of
the Effective Date. An entity will be an Affiliate of another entity only for as long as it
satisfies the definition set forth herein.



1.2 “Build Contract” shall mean the January 7, 2008 Contract Between ViaSat, Inc. and Space
Systems/Loral, Inc. for the ViaSat Satellite Program.



1.3 “Control” and its derivatives mean, with respect to an entity, (i) the legal, beneficial,
or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the capital
stock (or other ownership interest if not a corporation) of such entity ordinarily having voting
rights, or (ii) the power to direct, directly or indirectly, the management policies of such
entity, whether through the ownership of voting stock, by contract, or otherwise.



1.4 “Covered SS/L Patents” as used herein means (a) the SS/L Asserted Patents and (b) any
United States patent or foreign counterpart patent that claims priority to (i) any of the SS/L
Asserted Patents, or (ii) any patent or patent application to which the SS/L Asserted Patents claim
priority.



1.5 “Covered ViaSat Patents” as used herein means (a) the ViaSat Asserted Patents and (b) any
United States patent or foreign counterpart patent that claims priority to (i) any of the ViaSat
Asserted Patents, or (ii) any patent or patent application to which the ViaSat Asserted Patents
claim priority; provided, however, the “Covered ViaSat Patents” specifically shall not include any
of the Excluded ViaSat Patents (regardless of whether such Excluded ViaSat Patents would otherwise
come within the scope of subsection (b) of this definition).



1.6 “Excluded ViaSat Patents” means the patents and patent applications set forth on Exhibit 4
hereto.



1.7 “Future Subsidiary” means an entity with respect to which a Party acquires Control after
the Effective Date, whether through acquisition, merger or otherwise. An entity will be a Future
Subsidiary only for as long as it satisfies the definition set forth herein.



1.8 “Intellectual Property” shall mean patents, patent applications, trademarks, service
marks, mask works, copyrights, trade secrets, moral rights, and similar rights under the
intellectual property laws of the United States, any state or foreign jurisdiction, or
international treaty regime.



1.9 “Litigation” shall mean the ’260 Case and the ’2074 Case.



1.10 “NDAs” shall mean all non-disclosure agreements by and among the Parties asserted to be
breached in or relevant to the Litigation, including the March 8, 2006 Non-Disclosure Agreement
between ViaSat and SS/L (as amended), the April 18, 2007 Non-Disclosure Agreement between WildBlue
Communications, Inc. and SS/L (as amended), the January 28, 2008 Non-Disclosure Agreement between
ViaSat and LS&C (as amended), and the June 1, 2006 Non-Disclosure Agreement – Bilateral between
ViaSat and SS/L (as amended).



1.11 “Party” shall refer to a single party to this Agreement. “Parties” shall refer to all
parties to this Agreement.



1.12 “SS/L Asserted Patents” shall mean U.S. Patent Nos. 6,400,696; 6,879,808; and 7,219,132,
all of which are owned by SS/L and have been asserted in the Litigation.



1.13 “ViaSat Asserted Patents” shall mean U.S. Patent Nos. 7,230,908; 7,684,368; 7,773,942;
8,010,043; 8,068,827; 8,107,875; 8,213,929; 8,254,832; 8,285,202; and 8,548,377, all of which are
owned by ViaSat and have been asserted in the Litigation.




2. Representations



2.1 ViaSat represents that, besides the claims asserted in the Litigation, it is not currently
considering and does not currently intend to sue LS&C, SS/L, or SS/L’s actual or prospective
customers for infringement of any ViaSat patent issued as of the Effective Date or patent that may
issue from a patent application filed as of the Effective Date or any other violation of any
Intellectual Property owned by ViaSat or its Affiliates, or to challenge the validity of any SS/L
patent issued as of the Effective Date, and will not communicate otherwise to SS/L’s actual or
prospective customers known to ViaSat.



2.2 LS&C represents that, besides the claims asserted in the Litigation, it is not currently
considering and does not currently intend to sue ViaSat, or any of ViaSat’s actual or prospective
customers, for infringement of any LS&C patent issued as of the Effective Date or patent that may
issue from a patent application filed as of the Effective Date or any other violation of any
Intellectual Property owned by LS&C or its Affiliates, or to challenge the validity of any ViaSat
patent issued as of the Effective Date, and will not communicate otherwise to ViaSat’s actual or
prospective customers known to LS&C.



2.3 SS/L represents that, besides the claims asserted in the Litigation, it is not currently
considering and does not currently intend to sue ViaSat, or any of ViaSat’s actual or prospective
customers, for infringement of any SS/L patent issued as of the Effective Date or patent that may
issue from a patent application filed as of the Effective Date or any other violation of any
Intellectual Property owned by SS/L or its Affiliates, or to challenge the validity of any ViaSat
patent issued as of the Effective Date, and will not communicate otherwise to ViaSat’s actual or
prospective customers known to SS/L.



2.4 ViaSat represents that it has the power and authority to grant the releases and covenants
that it purports to grant herein. ViaSat has not heretofore transferred or assigned or purported
to transfer or assign to any person, firm or corporation any right or interest in any of the
Covered ViaSat Patents that conflicts with the terms of this Agreement.



2.5 SS/L represents that it has the power and authority to grant the releases and covenants
that it purports to grant herein. SS/L has not heretofore transferred or assigned or purported to
transfer or assign to any person, firm or corporation any right or interest in any of the Covered
SS/L Patents that conflicts with the terms of this Agreement.



2.6 LS&C represents that it has the power and authority to grant the releases and covenants
that it purports to grant herein.



2.7 Each of the Parties to this Agreement represents that it has not heretofore transferred or
assigned or purported to transfer or assign to any person, firm or corporation any claims, demands,
obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees,
liabilities or indemnities herein released.



2.8 Each person who executes this Agreement on behalf of a Party represents to the other
Parties that he or she has the authority of the directors and officers of said entity to do so, and
each Party agrees to indemnify and hold harmless the other Parties from any and all claims,
liability, costs and damages, including but not limited to attorneys’ fees, costs and expenses,
involving any assertion that such authority did not exist.



2.9 Each Party agrees that the representations made by such Party in this Section 2 are true
and correct as of the date such Party signs this Agreement.




3. Dismissal and Mutual Releases




3.1 Dismissal of the Litigation.



a. Within five (5) days of the Effective Date, ViaSat, LS&C, and SS/L will execute and file a
dismissal of all their respective claims in the ’260 Case, in the form of Exhibit 1 attached
hereto, with each Party bearing its own attorneys’ fees and costs.



b. Within five (5) days of the Effective Date, ViaSat and SS/L will execute and file a
dismissal of all their respective claims in the ’2074 Case, in the form of Exhibit 2 attached
hereto, with each Party bearing its own attorneys’ fees and costs.




3.2 Mutual Releases.



a. Subject to receipt of the payments set forth in Section 4 and the execution of the
documents set forth in Exhibits 1 and 2, and except with respect to the obligations created by or
arising out of this Agreement, for good and valuable consideration, ViaSat, on behalf of itself,
its Affiliates, and each of their past and present employees, officers, directors, shareholders (in
their capacity as such), agents, assigns, heirs, executors, administrators, insurers, attorneys and
consultants, hereby releases, acquits, and discharges LS&C and SS/L and their customers (to the
extent the customer’s project or transaction with LS&C or SS/L was the subject of ViaSat’s
allegations in the Litigation), Affiliates of LS&C and SS/L, and each of their past and present
employees, officers, directors, shareholders, agents, assigns, heirs, executors, administrators,
insurers, attorneys and consultants, from any and all claims, counterclaims, cross-claims, demands,
actions, causes of action, suits, torts, defenses, offsets, judgments, losses, liabilities,
damages, expenses, attorneys’ fees, court costs, and indemnities of all and any nature whatsoever,
both at law and in equity, which were asserted in the Litigation. This release shall remain in
effect provided LS&C and SS/L perform their obligations under Section 4.



b. Subject to the execution of the documents set forth in Exhibits 1 and 2, and except with
respect to the obligations created by or arising out of this Agreement, for good and valuable
consideration, each of LS&C and SS/L, on behalf of itself, its Affiliates, and each of their past
and present employees, officers, directors, shareholders (in their capacity as such), agents,
assigns, heirs, executors, administrators, insurers, attorneys and consultants, hereby releases,
acquits, and discharges ViaSat and its customers (to the extent the customer’s project or
transaction with ViaSat was the subject of SS/L’s allegations in the Litigation), Affiliates of
ViaSat, and each of their past and present employees, officers, directors, shareholders, agents,
assigns, heirs, executors, administrators, insurers, attorneys and consultants, from any and all
claims, counterclaims, cross-claims, demands, actions, causes of action, suits, torts, defenses,
offsets, judgments, losses, liabilities, damages, expenses, attorneys’ fees, court costs, and
indemnities of all and any nature whatsoever, both at law and in equity, which were asserted in the
Litigation.




4. Payment



4.1 Subject to the execution of the documents set forth in Exhibits 1 and 2, LS&C and SS/L
shall pay ViaSat the consideration identified in Exhibit 3 in the manner provided therein. Such
payments are irrevocable and non refundable. For the avoidance of doubt, nothing herein shall
prevent (1) LS&C and/or SS/L from alleging, in a lawsuit against ViaSat for breach of this
Agreement, that the damages owed to them should include such payments, or (2) such payments being
awarded as damages if appropriate in the event LS&C and/or SS/L prevail in such a lawsuit. Failure
to pay any of the amounts in accordance with the schedule set forth in Exhibit 3 shall be
considered a material breach of this Agreement. Any late payment shall accrue interest at the rate
of eighteen percent (18%) per annum or the maximum amount allowable by law, whichever is lower.
For the avoidance of doubt, LS&C’s and SS/L’s payment to ViaSat hereunder is not contingent upon
satisfaction by ViaSat of any other conditions or obligations hereunder or otherwise, and neither
LS&C nor SS/L shall have any right of offset or set-off with respect to any other payments or
consideration alleged to be owed by ViaSat under any agreement or otherwise. Each Party shall be
solely responsible for its own tax obligations arising from any payments or other consideration
under this Agreement.



4.2 MDA hereby unconditionally and absolutely guarantees the prompt delivery, performance and
observation by SS/L of any of SS/L’s payment obligations under this Section 4. The obligation of
MDA under this Section 4.2 is irrevocable and a continuing guaranty and shall remain in full force
and effect following the execution of this Agreement.




5. Covenants



5.1 Covered Patents and Contracts.



a. Subject to receipt of the payments set forth in Section 4 and the execution of the
documents set forth in Exhibits 1 and 2, ViaSat, on behalf of itself and its Affiliates and Future
Subsidiaries, covenants not to sue LS&C, SS/L, their Affiliates, or the Future Subsidiaries of LS&C
and SS/L, at any time and anywhere in the world, alleging (a) infringement, whether direct or
indirect, including inducing infringement or contributory infringement, of any of the Covered
ViaSat Patents, (b) breach of the Build Contract to the extent such breach relates to the claims
asserted in the Litigation with respect to the Build Contract, or (c) breach of the NDAs to the
extent such breach relates to the claims asserted in the Litigation with respect to the NDAs. For
the avoidance of doubt, clauses (b) and (c) of this paragraph include (but are not limited to) any
breach related to ViaSat’s capacity measurement tool. For the avoidance of doubt, this covenant
not to sue shall remain in effect provided LS&C and SS/L perform their obligations under Section 4.



b. The foregoing covenant not to sue in Section 5.1(a) shall extend to and be for the benefit
of LS&C’s and SS/L’s customers and suppliers but only to the extent of such customer’s or
supplier’s project or transaction with LS&C or SS/L. To that extent, such customer or supplier
shall be deemed a third-party beneficiary of the covenant not to sue.



c. Subject to the execution of the documents set forth in Exhibits 1 and 2, LS&C and SS/L, on
behalf of themselves and their Affiliates and Future Subsidiaries, covenant not to sue ViaSat, its
Affiliates, or the Future Subsidiaries of ViaSat, at any time and anywhere in the world, alleging
(a) infringement, whether direct or indirect, including inducing infringement or contributory
infringement, of any of the Covered SS/L Patents, (b) breach of the Build Contract to the extent
such breach relates to the claims asserted in the Litigation with respect to the Build Contract, or
(c) breach of the NDAs to the extent such breach relates to the claims asserted in the Litigation
with respect to the NDAs. For the avoidance of doubt, clauses (b) and (c) of this paragraph
include (but are not limited to) any breach related to ViaSat’s capacity measurement tool.



d. The foregoing covenant not to sue in Section 5.1(c) shall extend to and be for the benefit
of ViaSat’s customers and suppliers but only to the extent of such customer’s or supplier’s project
or transaction with ViaSat. To that extent, such customer or supplier shall be deemed a
third-party beneficiary of the covenant not to sue.



e. Notwithstanding anything herein to the contrary, the covenants not to sue in this Section
5.1 shall not extend to any Future Subsidiary of a Party if, at the time of the public announcement
of the transaction creating the Future Subsidiary or at the time such entity becomes a Future
Subsidiary (whichever is earlier), there is any litigation threatened in writing or pending against
such Future Subsidiary by a Party regarding a claim involving infringement of any of the Covered
ViaSat Patents or the Covered SS/L Patents or a breach of the Build Contract or any of the NDAs.



5.2 Intellectual Property.



a. Subject to receipt of the payments set forth in Section 4 and the execution of the
documents set forth in Exhibits 1 and 2, ViaSat, on behalf of itself and its Affiliates and Future
Subsidiaries, covenants not to sue LS&C and SS/L, their Affiliates, or the Future Subsidiaries of
LS&C and SS/L, for two years following the Effective Date, for infringement of Intellectual
Property owned or controlled by ViaSat or its Affiliates or Future Subsidiaries. For the avoidance
of doubt, the foregoing provision does not release or waive any damages that may accrue during such
two-year period.



b. The foregoing covenant not to sue in Section 5.2(a) shall extend to and be for the benefit
of LS&C’s and SS/L’s customers and suppliers but only to the extent of such customer’s or
supplier’s project or transaction with LS&C or SS/L. To that extent, such customer or supplier
shall be deemed a third-party beneficiary of the covenant not to sue.



c. Subject to the execution of the documents set forth in Exhibits 1 and 2, LS&C and SS/L, on
behalf of themselves and their Affiliates and Future Subsidiaries, covenant not to sue ViaSat, its
Affiliates, or the Future Subsidiaries of ViaSat, for two years following the Effective Date, for
infringement of Intellectual Property owned or controlled by either LS&C or SS/L or their
Affiliates or Future Subsidiaries. For the avoidance of doubt, the foregoing provision does not
release or waive any damages that may accrue during such two year period.



d. The foregoing covenant not to sue in Section 5.2(c) shall extend to and be for the benefit
of ViaSat’s customers and suppliers but only to the extent of such customer’s or supplier’s project
or transaction with ViaSat. To that extent, such customer or supplier shall be deemed a
third-party beneficiary of the covenant not to sue.



e. For the avoidance of doubt, nothing in this Section 5.2 is intended to or should be
construed to limit the covenants under Section 5.1 of this Agreement.



5.3 ViaSat does not grant LS&C, SS/L, their Affiliates, or the Future Subsidiaries of LS&C and
SS/L, or any customer or supplier of LS&C or SS/L, any covenant not to sue, license or right,
whether by implication, estoppel or other legal doctrine, with respect to the Excluded ViaSat
Patents, and LS&C, SS/L, their Affiliates, or Future Subsidiaries shall not argue in any legal
proceeding that they (or LS&C’s or SS/L’s customers or suppliers) have such covenant not to sue,
license or right.



5.4 Challenges to Patents.



a. Subject to receipt of the payments set forth in Section 4 and the execution of the
documents set forth in Exhibits 1 and 2, ViaSat, on behalf of itself and its Affiliates and Future
Subsidiaries, covenants not to challenge the validity of: (i) any Covered SS/L Patents in any
judicial or administrative proceeding, including any re-examination or inter partes review or
similar procedure, unless it or an Affiliate or Future Subsidiary of it or a customer or supplier
of it (with respect to that customer’s or supplier’s project or transaction with ViaSat) is accused
of infringement of any such Covered SS/L Patents after the Effective Date by a person or entity
with standing to make such an accusation; or (ii) any SS/L patent for two years following the
Effective Date, unless it or an Affiliate or Future Subsidiary of it or a customer or supplier of
it (with respect to that customer’s or supplier’s project or transaction with ViaSat) is accused of
infringement of any such patent after the Effective Date by a person or entity with standing to
make such an accusation.



b. Subject to the execution of the documents set forth in Exhibits 1 and 2, LS&C and SS/L, on
behalf of themselves and their Affiliates and Future Subsidiaries, covenant not to challenge the
validity of: (i) any Covered ViaSat Patents in any judicial or administrative proceeding, including
any re-examination or inter partes review or similar procedure, unless LS&C or SS/L (as applicable)
or one of its Affiliates or Future Subsidiaries or a customer or supplier of LS&C or SS/L (with
respect to that customer’s or supplier’s project or transaction with LS&C or SS/L) is accused of
infringement of any such Covered ViaSat Patents after the Effective Date by a person or entity with
standing to make such an accusation; or (ii) any ViaSat patent for two years following the
Effective Date, unless LS&C or SS/L (as applicable) or one of its Affiliates or Future Subsidiaries
or a customer or supplier of LS&C or SS/L (with respect to that customer’s or supplier’s project or
transaction with LS&C or SS/L) is accused of infringement of any such patent after the Effective
Date by a person or entity with standing to make such an accusation.




6. No License



6.1 Nothing contained in this Agreement shall be construed as granting a Party any license or
right to use any patent, trademark, trade secret, or copyright now or hereafter controlled by the
other Party.



6.2 Nothing contained in this Agreement shall be construed as granting LS&C or SS/L or their
Affiliates a license to use or disclose ViaSat’s Capacity Tool (as defined in the Build Contract)
or other ViaSat Proprietary Information as defined in the NDAs or the Build Contract.



6.3 Nothing contained in this Agreement shall be construed as granting ViaSat or its
Affiliates a license to use or disclose any LS&C or SS/L Proprietary Information as defined in the
NDAs or the Build Contract.



6.4 For the avoidance of doubt, Sections 6.1, 6.2, and 6.3 herein shall be subject to and
shall not override or modify ViaSat’s, LS&C’s, and SS/L’s covenants not to sue in this Agreement.
This Section 6 also should not be construed to extend the term of any NDA or the Build Contract.




7. Confidentiality



7.1 The Parties may issue a press release or other public disclosure about the existence of
this Agreement and its terms. The Parties may also disclose this Agreement or its terms to the
extent necessary to comply with any applicable securities laws. The Parties understand and
acknowledge that each Party may file a copy of this Agreement as an exhibit to its public reports
filed with the U.S. Securities and Exchange Commission.




8. Miscellaneous Provisions



8.1 No Admission of Liability. The Parties expressly agree and acknowledge that by
entering into this Agreement no Party admits any liability, wrongdoing or the truth of any
allegation contained in any claim, defense or counterclaim alleged in the Litigation. Neither this
Agreement nor any release contained within it may be construed or used as an admission of any
issues, facts, wrongdoing, liability, or violation of law whatsoever. Neither the negotiation,
execution, or performance of this Agreement, nor anything contained herein, shall be interpreted to
constitute a measure of a reasonable patent royalty rate.



8.2 Costs. The Parties shall each bear their own costs, attorneys’ fees, and other
fees incurred in connection with the Litigation and the preparation of this Agreement.



8.3 Choice of Law and Venue. This Agreement shall be interpreted and construed in
accordance with and governed by the laws of the State of California, without regard to any choice
of law rules or conflicts of laws principles that would result in the application of the laws of a
different jurisdiction. ViaSat, LS&C, and SS/L irrevocably submit and agree to the exclusive
jurisdiction of, and venue in, the courts of San Diego County, California in any dispute arising
out of or related to this Agreement. MDA irrevocably submits and agrees to the exclusive
jurisdiction of, and venue in, the courts of San Diego County, California, in any dispute arising
out of or related to Section 4.2 of this Agreement.



8.4 Attorneys’ fees. If any Party to this Agreement brings an action against another
Party to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover
all of its reasonable attorneys’ fees and costs incurred in connection with such action, including
any appeal of such action.



8.5 Assignment. This Agreement and the rights, privileges and obligations provided in
this Agreement are personal to such Party and may not be assigned or transferred by any Party by
merger, operation of law or otherwise; provided, however, that (a) a Party that becomes a Chapter
11 debtor-in-possession under Title 11 of the United States Code may assume, but not assign, its
rights, privileges and obligations under this Agreement in accordance with and subject to the
requirements of applicable bankruptcy law, and each Party hereby agrees to consent to assumption,
but not assignment, for purposes of section 365(c)(1) of Title 11 of the United States Code, and
(b) a Party may assign or transfer its rights, privileges and obligations provided in this
Agreement in whole, but not in part, (i) with the prior written consent of all of the other
Parties, or (ii) in connection with the assignment or transfer of all or substantially all of such
Party’s stock or assets to another entity by merger, operation of law or otherwise (such entity, a
“Transferee”). In the event of an assignment or transfer pursuant to foregoing clause (b)(ii), the
releases and covenants under this Agreement (including the releases in Section 3 and covenants not
to sue in Section 5) shall not apply to any products manufactured, used or sold by the Transferee
(or any entities Controlled by, Controlling, or under common Control with Transferee) (x) prior to
the date of the assignment or transfer, or (y) at any time to the extent such products are in a
line of business different from the line of business in which the Party manufactured, used or sold
products that were subject to the covenants not to sue in Section 5.1 prior to the assignment or
transfer. Any purported assignment or transfer in violation of this Section 8.5 shall be deemed a
breach of this Agreement and shall be null and void. This Agreement shall be binding upon and
inure to the benefit of the Parties, their permitted successors and assigns, and the parties
released pursuant to Section 3 or to whom a covenant not to sue is extended pursuant to Section 5.
Prospective purchasers, assignees, or exclusive licensees of the Covered ViaSat Patents and the
Covered SS/L Patents must be informed of the covenants set forth in Section 5 which run with the
patents.



8.6 Modification/Waiver. No modification or amendment to this Agreement, or any
waiver of any rights, shall be effective unless assented to in writing by the Party to be charged
and transmitted to the other Party according to the Notices provision contained in this Section 8.
The waiver of any breach of default hereunder will not constitute a waiver of any other right
hereunder or any subsequent breach or default.



8.7 Severability. If any term, clause, or provision of this Agreement shall be
determined to be invalid or unenforceable, the validity and enforceability of any other term,
clause or provision shall not be affected.



8.8 Mutual Drafting. This Agreement is the result of negotiations between the
Parties, who acknowledge that they have been represented by counsel during such negotiations.
Accordingly, this Agreement shall not be construed for or against either Party.



8.9 Headings. The section and paragraph headings in this Agreement are included
solely for the convenience of the Parties hereto, and shall not affect or be used in connection
with the construction and interpretation of this Agreement.



8.10 Further Cooperation. Each of the Parties shall do, execute and perform all
further acts, deeds, documents and things as the other Party may reasonably require from time to
time to give full effect to the terms of this Agreement.



8.11 Notices. Any contractual or legal notice or correspondence required or permitted
to be given or made hereunder shall be in writing and directed to the attention of the individuals
set forth below:




a. Notices to ViaSat:




ViaSat, Inc.


6155 El Camino Real


Carlsbad, CA 92011


ATTN: General Counsel




With a copy to:




Quinn Emanuel Urquhart & Sullivan, LLP


c/o Sean Pak


50 California Street, 22nd Floor


San Francisco, CA 94111


Facsimile: 415-875-6700




b. Notices to SS/L:




Space Systems/Loral, LLC


3825 Fabian Way


Palo Alto, CA 94303


ATTN: President




With a copy to:




Orrick, Herrington & Sutcliffe LLP


c/o Thomas H. Zellerbach


1000 Marsh Road


Menlo Park, CA 94025


Facsimile: 650-614-7401




c. Notices to LS&C:




Loral Space & Communications Inc.


888 Seventh Avenue


New York, NY 10106


ATTN: President




With a copy to:




Susman Godfrey L.L.P.


c/o Jacob W. Buchdahl


560 Lexington Avenue, 15th Floor


New York, NY 10022


Facsimile: 212-336-8340




d. Notices to MDA:




MacDonald, Dettwiler and Associates Ltd.


13800 Commerce Parkway


Richmond, BC, Canada V6V 2J3


ATTN: Anil Wirasekara or Chief Financial Officer




With a copy to:




Orrick, Herrington & Sutcliffe LLP


c/o Thomas H. Zellerbach


1000 Marsh Road


Menlo Park, CA 94025


Facsimile: 650-614-7401



8.12 Entire Agreement. This Agreement, including the Exhibits attached hereto, sets
forth the entire agreement and understanding between the Parties with respect to the settlement of
the Litigation. No amendment to this Agreement will be effective unless contained in a writing
signed by an authorized representative of each Party. Subject to the covenants not to sue herein,
any and all rights and obligations under any existing agreement between any of the Parties hereto
shall continue in full force and effect. For the avoidance of doubt, this paragraph 8.12 shall not
be construed to extend the term of any existing agreement.



8.13 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.



8.14 Obligations Several. For the avoidance of doubt, except with respect to Section
4 for which the obligations of LS&C and SS/L are joint and several, the obligations of LS&C and
SS/L hereunder are several and not joint.



[SIGNATURE PAGE FOLLOWS]




* * *





1






IN WITNESS HEREOF, the Parties being fully authorized and empowered to bind themselves to this
Agreement, have authorized and executed this Agreement on the date set forth opposite their
respective signatures.



	 	 	 
	VIASAT, INC.

By: /s/ Keven Lippert

Name: /s/ Keven Lippert

Title: EVP, GC & Secretary

	 	Dated: 9/5/14







	LORAL SPACE & COMMUNICATIONS INC.

By: /s/ Avi Katz

Name: Avi Katz

Title: President, General Counsel and Secretary

	 	Dated: September 5, 2014







	SPACE SYSTEMS/LORAL, LLC

By: /s/ John W. Rakow

Name: John W. Rakow

Title: Senior VP Business & Legal Affairs

	 	Dated: 9/5/014







	WITH RESPECT TO SECTION 4.2:

MACDONALD, DETTWILER AND ASSOCIATES LTD. (MDA)

By: /s/ Peter Louis

Name: Peter Louis

Title: Chief Operating Officer and Executive Vice

President

	 	Dated: September 4, 2014

















Exhibit 1: Form of Dismissal (’260 Case)






2










3






	 	 	 
	QUINN EMANUEL

URQUHART & SULLIVAN, LLP

Charles K. Verhoeven (Bar No. 170151)

charlesverhoeven@quinnemanuel.com

Sean Pak (Bar No. 219032)

seanpak@quinnemanuel.com

50 California Street, 22nd Floor

San Francisco, California 94111

Telephone: (415) 875-6600

Facsimile: (415) 875-6700

	 	SUSMAN GODFREY L.L.P.

William Christopher Carmody

(Admitted pro hac vice)

Jacob W. Buchdahl

(Admitted pro hac vice)

SUSMAN GODFREY L.L.P.

560 Lexington Avenue, 15th Floor

New York, New York 10022

Telephone: (212) 336-8330

Facsimile: (212) 336-8340

bcarmody@susmangodfrey.com

jbuchdahl@susmangodfrey.com
	Yury Kapgan (Bar No. 218366)

yurykapgan@quinnemanuel.com

Vincent M. Pollmeier (Bar No. 210684)

vincentpollmeier@quinnemanuel.com

Adam Wolfson (Bar No. 262125)

adamwolfson@quinnemanuel.com

865 South Figueroa Street, 10th Floor

Los Angeles, California 90017-2543

Telephone: (213) 443-3000

Facsimile: (213) 443-3100

	 	Marc M. Seltzer (54534)

1901 Avenue of the Stars, Suite 950

Los Angeles, CA 90067-6029

Telephone: (310) 789-3100

Facsimile: (310) 789-3150

mseltzer@susmangodfrey.com









	Attorneys for Plaintiff ViaSat, Inc.

	 	Attorneys for Defendants Space

Systems/Loral, Inc., Loral Space &

Communications Inc.






UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA




	 	 	 
	VIASAT, INC.,

Plaintiffs,

vs.

SPACE SYSTEMS/LORAL, INC., LORAL SPACE &

COMMUNICATIONS INC.,

Defendants/Counterclaim

Plaintiffs.

	 	CASE NO. 3:12-cv-00260-H-WVG

Hon. Marilyn L. Huff

JOINT MOTION FOR DISMISSAL















Plaintiff ViaSat, Inc. (“ViaSat”), and Defendants Space Systems/Loral, LLC (f/k/a/ Space
Systems/Loral, Inc.) and Loral Space & Communications Inc. (collectively “Defendants”),
respectfully submit this Joint Motion for Dismissal pursuant to Rule 41(a)(1) of the Federal Rules
of Civil Procedure. ViaSat and Defendants jointly move to dismiss the above-captioned action with
prejudice based on a settlement agreement between ViaSat and Defendants. Accordingly, the Parties
respectfully request that this Court dismiss ViaSat’s claims against Defendants and Defendants’
claims against ViaSat with prejudice, each party to bear its own attorneys’ fees and costs.



A proposed order is lodged herewith.



	 	 	 
	DATED:      

QUINN EMANUEL URQUHART & SULLIVAN, LLP
	 	

SUSMAN GODFREY L.L.P.

	Attorney

Attorneys for Plaintiff ViaSat, Inc
	 	Attorney

Attorneys for Defendants Space

Systems/Loral, Inc., Loral

Space & Communications Inc.







Exhibit 2: Form of Dismissal (’2074 Case)






4






	 	 	 
	QUINN EMANUEL

URQUHART & SULLIVAN, LLP

Charles K. Verhoeven (Bar No. 170151)

charlesverhoeven@quinnemanuel.com

Sean Pak (Bar No. 219032)

seanpak@quinnemanuel.com

50 California Street, 22nd Floor

San Francisco, California 94111

Telephone: (415) 875-6600

Facsimile: (415) 875-6700

Yury Kapgan (Bar No. 218366)

yurykapgan@quinnemanuel.com

Vincent M. Pollmeier (Bar No. 210684)

vincentpollmeier@quinnemanuel.com

Adam Wolfson (Bar No. 262125)

adamwolfson@quinnemanuel.com

865 South Figueroa Street, 10th Floor

Los Angeles, California 90017-2543

Telephone: (213) 443-3000

Facsimile: (213) 443-3100
	 	ORRICK, HERRINGTON & SUTCLIFFE LLP

Chris R. Ottenweller (Bar No. 73649)

cottenweller@orrick.com

Thomas H. Zellerbach (Bar No. 154557)

tzellerbach@orrick.com

Vickie L. Feeman (Bar No. 177487)

vfeeman@orrick.com

Bas de Blank (Bar No. 191487)

basdeblank@orrick.com

Jason K. Yu (Bar No. 274215)

jasonyu@orrick.com

1000 Marsh Road

Menlo Park, California 94025

Telephone: (650) 614-7400

Facsimile: (650) 614-7401

William H. Wright (Bar No. 161580)

wwright@orrick.com

Alyssa M. Caridis (Bar No. 260103)

acaridis@orrick.com

777 South Figueroa Street, Suite 3200

Los Angeles, California 90017-5855

Telephone: (213) 629-2020

Facsimile: (213) 612-2499

	Attorneys for Plaintiff ViaSat, Inc.
	 	Attorneys for Defendant Space

Systems/Loral, LLC







UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA




	 	 	 
	VIASAT, INC.,

Plaintiff,

vs.

SPACE SYSTEMS/LORAL, LLC, f/k/a SPACE

SYSTEMS/LORAL, INC.,

Defendant/Counterclaim

Plaintiff.

	 	CASE NO. 3:13-cv-02074-H-WVG

Hon. Marilyn L. Huff

JOINT MOTION FOR DISMISSAL















Plaintiff ViaSat, Inc. (“ViaSat”), and Defendant Space Systems/Loral, LLC f/k/a/ Space
Systems/Loral, Inc. (“SS/L”), respectfully submit this Joint Motion for Dismissal pursuant to Rule
41(a)(1) of the Federal Rules of Civil Procedure. ViaSat and SS/L jointly move to dismiss the
above-captioned action with prejudice based on a settlement agreement between ViaSat and SS/L.
Accordingly, the Parties respectfully request that this Court dismiss ViaSat’s claims against SS/L
and SS/L’s claims against ViaSat with prejudice, each party to bear its own attorneys’ fees and
costs.



A proposed order is lodged herewith.



	 	 	 
	DATED:      

QUINN EMANUEL URQUHART & SULLIVAN, LLP

	 	

ORRICK, HERRINGTON & SUTCLIFFE LLP
	Attorney

Attorneys for Plaintiff ViaSat, Inc

	 	Attorney

Attorneys for Defendant Space

Systems/Loral, LLC






Exhibit 3: Payment Terms & Conditions





1. Cash Payment



1.1 SS/L and LS&C shall pay to ViaSat the net present value of U.S. $100 million according to
the following schedule:



	 	 	 	 	 	 	 	 	 
	Summary:
1 payment within four days of Effective Date
10 equal quarterly payments beginning 10/15/14
Annual interest rate: 11.5%

	 

	 
	 	Amount (U.S. $)	 	Date
	 
	 	 	 	 	 	 	 	 
	0
	 	$	40,000,000	 	 	Payment within 4 days of
	 
	 	 	 	 	 	Effective Date
	 
	 	 	 	 	 	 	 	 
	1
	 	$	6,871,165	 	 	 	10/15/2014	 
	 
	 	 	 	 	 	 	 	 
	2
	 	$	6,871,165	 	 	 	1/15/2015	 
	 
	 	 	 	 	 	 	 	 
	3
	 	$	6,871,165	 	 	 	4/15/2015	 
	 
	 	 	 	 	 	 	 	 
	4
	 	$	6,871,165	 	 	 	7/15/2015	 
	 
	 	 	 	 	 	 	 	 
	5
	 	$	6,871,165	 	 	 	10/15/2015	 
	 
	 	 	 	 	 	 	 	 
	6
	 	$	6,871,165	 	 	 	1/15/2016	 
	 
	 	 	 	 	 	 	 	 
	7
	 	$	6,871,165	 	 	 	4/15/2016	 
	 
	 	 	 	 	 	 	 	 
	8
	 	$	6,871,165	 	 	 	7/15/2016	 
	 
	 	 	 	 	 	 	 	 
	9
	 	$	6,871,165	 	 	 	10/15/2016	 
	 
	 	 	 	 	 	 	 	 
	10
	 	$	6,871,165	 	 	 	1/15/2017	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	108,711,647	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






1.2 Payment shall be deposited by wire transfer into ViaSat’s account with the
identification “SS/L Settlement” in the wire memorandum. The wire instructions for transmitting
this payment are as follows:




[Account Information Redacted]




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