Exhibit 10.1 


 


 


Execution Version


___________________________________________


 


Aireon
LLC


A
Delaware Limited Liability Company


___________________________________________


 


SECOND AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT


 


Dated as of February 14, 2014


 


THE SECURITIES DESCRIBED IN THIS SECOND
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHICATED OR OTHERWISE DISPOSED OF AT ANY TIME UNLESS REGISTERED
AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,
SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.  ANY TRANSFER OF THE SECURITIES DESCRIBED IN THIS AGREEMENT IS FURTHER
SUBJECT TO OTHER RESTRICTIONS, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THIS AGREEMENT.


 


NO
ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA THAT WOULD PERMIT AN OFFERING OF THE
INTERESTS, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIALS IN CONNECTION WITH THE ISSUANCE OF THESE INTERESTS, IN ANY COUNTRY
OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE ANY OF THESE
INTERESTS TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO FULL OBSERVANCE OF THE LAWS OR REGULATIONS OF ANY RELEVANT TERRITORY OUTSIDE
THE UNITED STATES OF AMERICA IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS
OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 




    	 



    

 


Interests
in THE COMPANY are being offered to a limited number of institutional and sophisticated investors. Pursuant to section 11 of the
Prospectus Order (Ministerial Order No. 1232 of October 22, 2007 on the prospectus requirements for offerings of a value above
€2,500,000) issued in accordance with section 23(8) of the Danish Securities Trading Act (Consolidated Act No. 214 of April
2, 2008) the following types of offerings are exempted from prospectus registration requirements:


 


(a)
offerings to accredited investors;


 


(b)
offerings to non-accredited investors if the offer is directed at fewer than 100 private or legal persons in Denmark;


 


(c)
offerings for which the value of each interest exceeds €50,000; or


 


(d)
offerings where participation is conditional upon payment of more than €50,000 per investor.


 


This
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT may only be distributed
to, and the offering may only be subscribed by, investors that satisfy one or more of the conditions set out above from (a) to
(d). Accordingly, this SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
has not been and will not be registered with the Danish Financial Supervisory Authority or the Danish Commerce and Companies Agency
under the relevant Danish acts and regulations on the offering in Denmark of Fund interests.


This
DOCUMENT and the information contained herein is confidential and has been prepared and is intended for use on a confidential basis
solely by those persons in Ireland to whom it is sent by. It may not be reproduced, redistributed or passed on to any other persons
or published in whole or in any part for any purpose. It does not constitute an invitation to the public in Ireland or any section
thereof to subscribe for or purchase any shares or other securities in any company and accordingly is not a prospectus within the
meaning of the Prospectus Directive Regulations. 


 







    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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The
Offer is being extended to a small number of persons resident in the Republic of Ireland by way of a private placement. Neither
this document nor the Offer constitute an invitation to the public in Ireland or any section thereof to subscribe for or purchase
INTERESTS and accordingly is not a prospectus within the meaning of the Prospectus Directive Regulations.


 


AIREON
LLC IS NOT A UCITS FUND. IT HAS NOT BEEN NOR WILL IT BE REGISTERED WITH THE BANK OF ITALY AND THE Commissione
Nazionale per le Società e la Borsa (CONSOB). ITALIAN AUTHORITIES FOR REGISTRATION. THE INTERESTS ARE OFFERED UPON THE EXPRESS
REQUEST OF THE INVESTOR, WHO HAS DIRECTLY CONTACTED AIREON LLC OR ITS MEMBERS ON THE INVESTOR’S OWN INITIATIVE. NO ACTIVE
MARKETING OF AIREON LLC HAS BEEN NOR WILL IT BE MADE IN ITALY AND THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT HAS BEEN SENT TO THE INVESTOR AT THE INVESTOR’S REQUEST. THE INVESTOR ACKNOWLEDGES
THE ABOVE AND HEREBY AGREES NOT TO TRANSFER ANY INTERESTS, NOR TO CIRCULATE THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT TO OTHER ITALIAN INVESTORS UNLESS EXPRESSLY PERMITTED BY APPLICABLE LAW.
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AND OTHER OFFERING
MATERIALS RELATING TO THE OFFER OF INTERESTS ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY OTHER
THAN THE RECIPIENTS HEREOF.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Table
of Contents


 


	 	 	Page
	 	 	 
	Article 1 DEFINITIONS	1
	 	 
	Article 2 FORMATION OF LIMITED LIABILITY COMPANY	20
	 	 	 
	2.1	Formation and Tax Classification	20
	 	 	 
	2.2	Company Name	21
	 	 	 
	2.3	Term of Company	21
	 	 	 
	2.4	Purposes	21
	 	 	 
	2.5	Merger	21
	 	 	 
	Article 3 CAPITALIZATION; INTERESTS	21
	 	 	 
	3.1	Capital Contributions	21
	 	 	 
	3.2	Establishment and Determination of Capital Accounts	21
	 	 	 
	3.3	Negative Capital Accounts	21
	 	 	 
	3.4	Company Capital	22
	 	 	 
	3.5	Loans by Members	22
	 	 	 
	3.6	Interests	22
	 	 	 
	Article 4 DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES	36
	 	 	 
	4.1	Distributions and Payments	36
	 	 	 
	4.2	Allocation of Profits and Losses	38
	 	 	 
	4.3	Regulatory and Special Allocations	38
	 	 	 
	4.4	Tax Allocations; Code Section 704(c)	38
	 	 	 
	4.5	Tax Payments	39
	 	 	 
	Article 5 MEMBERS	39
	 	 	 
	5.1	Number	39
	 	 	 
	5.2	Members’ Voting Rights	39
	 	 	 
	5.3	Required Vote	39
	 	 	 
	5.4	Conversion Election	39
	 	 	 
	5.5	Effect of Incapacity	41
	 	 	 
	5.6	Representations and Warranties of Members, NAV CANADA and the Additional Investors	42
	 	 	 
	5.7	Investment Opportunities	45


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	5.8	Confidentiality	45
	 	 	 
	5.9	Noncompetition	46
	 	 	 
	5.10	Non-Solicitation	46
	 	 	 
	5.11	Meetings	47
	 	 	 
	5.12	Admission of Additional Members	48
	 	 	 
	5.13	Rights to Information	49
	 	 	 
	5.14	Iridium Undertaking; Suspension of Iridium Payments	49
	 	 	 
	Article 6 BOARD OF DIRECTORS	49
	 	 	 
	6.1	Generally	49
	 	 	 
	6.2	Number of Directors	50
	 	 	 
	6.3	Tenure	52
	 	 	 
	6.4	Resignation; Removal	52
	 	 	 
	6.5	Vacancies	52
	 	 	 
	6.6	Meetings	52
	 	 	 
	6.7	Quorum and Transaction of Business	54
	 	 	 
	6.8	Directors Have No Exclusive Duty to Company	54
	 	 	 
	6.9	Exculpation of Directors	54
	 	 	 
	6.10	Creation of Committees	54
	 	 	 
	6.11	Reimbursement of Expenses; D&O Insurance	55
	 	 	 
	6.12	Certain Actions Requiring Prior Approval of Certain Directors	55
	 	 	 
	Article 7 OFFICERS	61
	 	 	 
	7.1	Appointment of Officers	61
	 	 	 
	7.2	Tenure and Duties of Officers	61
	 	 	 
	7.3	Tenure of Officers and Committee Members	62
	 	 	 
	7.4	Approval of Board of Directors	62
	 	 	 
	7.5	Strategic Advisory Committee	63
	 	 	 
	Article 8 LIABILITY; INDEMNIFICATION	63
	 	 	 
	8.1	Limited Liability	63
	 	 	 
	8.2	Indemnification	63


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Article 9 ACCOUNTING	65
	 	 	 
	9.1	Fiscal Year	65
	 	 	 
	9.2	Books and Accounts	65
	 	 	 
	9.3	Tax Matters Partner	65
	 	 	 
	9.4	Tax Reports	66
	 	 	 
	9.5	Reserves	66
	 	 	 
	9.6	Company Funds	66
	 	 	 
	Article 10 DISSOLUTION; TERMINATION; SALE; CONVERSION	66
	 	 	 
	10.1	Dissolution	66
	 	 	 
	10.2	Merger or Sale of Interests	67
	 	 	 
	10.3	Conversion to Corporate Form	67
	 	 	 
	Article 11 TRANSFER RESTRICTIONS	69
	 	 	 
	11.1	In General	69
	 	 	 
	11.2	Right of First Refusal	70
	 	 	 
	Article 12 OTHER INVESTOR RIGHTS	72
	 	 	 
	12.1	NAV CANADA Protective Provisions	72
	 	 	 
	12.2	Information Rights	73
	 	 	 
	12.3	Drag Along Right	74
	 	 	 
	12.4	Tag-Along Rights	75
	 	 	 
	12.5	Preemptive Right	76
	 	 	 
	12.6	Registration Rights	77
	 	 	 
	12.7	Business Activity Qualifications	77
	 	 	 
	Article 13 MISCELLANEOUS	77
	 	 	 
	13.1	Offset	77
	 	 	 
	13.2	Notices	77
	 	 	 
	13.3	Word Meanings; Construction	78
	 	 	 
	13.4	Binding Provisions	78
	 	 	 
	13.5	Applicable Law	78
	 	 	 
	13.6	Severability of Provisions	78


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	13.7	Section Titles	78
	 	 	 
	13.8	Further Assurance	79
	 	 	 
	13.9	Directly or Indirectly	80
	 	 	 
	13.10	Counterparts	80
	 	 	 
	13.11	Effect of Waiver and Consent	80
	 	 	 
	13.12	Waiver of Certain Rights	80
	 	 	 
	13.13	Notice of Provisions	80
	 	 	 
	13.14	Entire Agreement	80
	 	 	 
	13.15	Amendments	81
	 	 	 
	13.16	Remedies	81


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Second
Amended and Restated Limited Liability Company Agreement

of

Aireon LLC

(A Delaware Limited Liability Company)


 


This Second Amended
and Restated Limited Liability Company Agreement (this “Agreement”), of Aireon LLC (the “Company”),
is dated and effective as of February 14, 2014 (the “Second A&R Effective Date”), by and among the
Company, the Persons (as defined below) identified as the Members (as defined below) on the Member Register attached hereto as
Schedule A and each other Person who becomes a member of the Company in accordance with the terms of this Agreement
(collectively, the “Members”), NAV CANADA, Enav S.p.A. and Naviair. This Agreement amends and restates
the Amended and Restated Limited Liability Company Agreement of the Company dated November 19, 2012 (the “A&R Effective
Date”) and amended by that certain First Amendment dated as of June 27, 2013 (the “Restated Agreement”),
which amended and restated that certain Limited Liability Company Agreement of the Company dated December 16, 2011. Upon execution
of this Agreement by the parties set forth on the signature pages hereto, this Agreement shall replace the Restated Agreement in
its entirety and the Restated Agreement shall be of no further force or effect. Any reference in this Agreement to a Member shall
include such Member’s successors and permitted assigns to the extent such successors and permitted assigns have become Additional
Members in accordance with the provisions of this Agreement.


 


RECITALS


 


WHEREAS, Iridium Satellite
LLC formed the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”);
and


 


WHEREAS, pursuant to
Section 13.15 of the Restated Agreement, the Members of the Company desire to amend and restate the Restated Agreement in
its entirety as set forth herein in order to admit the Members set forth on Schedule A, set forth the ownership interests
of the Members in the Company, the rights and obligations of the Members and the principles by which the Company will be operated
and governed.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree that the Restated Agreement is hereby amended and restated in its entirety
as follows:


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


Article 1

DEFINITIONS


 


As used in this Agreement,
the following terms have the following meanings:


 


“Accounting
Firm” means Ernst & Young or such other internationally recognized independent public accounting firm as shall be
agreed upon by the Board of Directors from time to time.


 


“Accounting
Period” means (i) the Company’s Fiscal Year if there are no changes in the Members’ respective
interests in Company income, gain, loss or deductions during such Fiscal Year except on the first day thereof or (ii) any
other period beginning on the first day of a Fiscal Year, or any other day during a Fiscal Year, upon which occurs a change in
such respective interests, and ending on the last day of a Fiscal Year, or on the day preceding an earlier day upon which any change
in such respective interest shall occur.


 


“Accrued Dividend”
means, (i) with respect to any Preferred Interest issued on the A&R Effective Date, the Second A&R Effective Date or in
connection with the Second Additional Investors Tranche Financing, the Third NAV CANADA Tranche Financing, the Third Additional
Investors Tranche Financing, the Fourth NAV CANADA Tranche Financing, the Fourth Additional Investors Tranche Financing, the Fifth
NAV CANADA Tranche Financing or the exercise of the Contingent B Financing Option (if any), (A) prior to January 1, 2016, zero
(0), and (B) on or after January 1, 2016, an amount that would have accrued if the total amount of Unreturned Capital attributable
to such Preferred Interest had been accruing daily at the rate of five percent (5%) per annum, from (and including) the date of
issuance of such Preferred Interest until (and including) the date on which such Preferred Interest is converted into Common Interest
or redeemed with full payment of applicable Redemption Price by the Company, (ii) with respect to any Preferred Interest issued
in connection with the Second NAV CANADA Tranche Financing, (A) prior to January 1, 2016, zero (0), and (B) on or after January
1, 2016, an amount that would have accrued if the total amount of Unreturned Capital attributable to such Preferred Interest had
been accruing daily at the rate of ten percent (10%) per annum, from (and including) the date of issuance of such Preferred Interest
until (and including) the date on which such Preferred Interest is converted into Common Interest or redeemed with full payment
of applicable Redemption Price by the Company, and (iii) with respect to any Non-Voting Preferred Interest issued, an amount that
would have accrued if the total amount of Unreturned Capital attributable to such Non-Voting Preferred Interest had been accruing
daily at the rate to be determined by the Board of Directors and reflected in the applicable Addendum of Designation attached to
this Agreement, from (and including) the date of issuance of such Non-Voting Preferred Interest and thereafter.


 


“Act”
means the Delaware Limited Liability Company Act, and any successor statute, as amended from time to time.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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“Addendum
of Designation” means collectively or individually, any one or more addendums to this Agreement setting forth the rights
and privileges of the holders of any series of Non-Voting Preferred Interests.


 


“Additional
Investors” means collectively or individually, Enav, IAA, and Naviair.


 


“Additional
Investors Director” has the meaning given such term in Section 6.2.1.


 


“Additional
Investors Financing” means collectively or individually, the First Additional Investors Tranche Financing, the Second
Additional Investors Tranche Financing, the Third Additional Investors Tranche Financing, and the Fourth Additional Investors Tranche
Financing.


 


“Additional
Investors Subscription Agreements” means collectively or individually, the Enav Subscription Agreement, the IAA Subscription
Agreement, and the Naviair Subscription Agreement.


 


“Additional
Investors Subsidiary” means collectively or individually, Enav US Subsidiary and the Naviair Subsidiary.


 


“Additional
Member” means any Person who or which is admitted to the Company as an Additional Member pursuant to Section 5.12
of this Agreement.


 


“Adjusted
Capital Account” means, with respect to any Member, the balance, if any, in such Member’s Capital Account as of
the end of the relevant Taxable Year, after giving effect to the following adjustments:


 


(i)          Credit
to the Capital Account any amount which such Member is obligated to restore pursuant to the terms of this Agreement or is deemed
obligated to restore pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i);
and


 


(ii)         Debit
to such Capital Account the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5)
and (6).


 


“ADS-B Payload”
means the specially designed 1090 MHz Extended Squitter (1090 ES) ADS-B receiver payload to be hosted on the satellites in the
Iridium NEXT Constellation.


 


“Affiliate”
means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control
with such Person, or (ii) any officer, director, general partner or trustee of such Person or any Person referred to in the
foregoing clause (i). For purposes of this definition, “control,” when used with respect to any Person, means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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“Agreement”
means this Second Amended and Restated Limited Liability Company Agreement, as executed and as may be amended, modified, supplemented
or restated from time to time in accordance with the terms hereof, as the context requires.


 


“Aireon Ground
Segment” has the meaning given such term in the Data Transmission Service Agreement No. [***], dated as of November 19,
2012, by and between Iridium and the Company.


 


“Aireon System”
means the Space-based ADS-B data reception and delivery system which uses ADS-B Payloads, the Iridium NEXT Constellation infrastructure
and Aireon Ground Segment for delivery of ADS-B data to customers.


 


“[***]”
means the [***].


 


“Asset Transfer”
has the meaning given such term in Section 6.12.1.3.


 


“Available
Cash” means all cash on hand of the Company, less the sum of the following (to the extent paid or set aside by the Board
of Directors): (i) all cash expenditures incurred incident to the normal operation of the Company’s business; (ii) such
amounts set aside by the Board of Directors and deemed reasonably necessary for the proper operation of the Company’s business,
including for working capital and to pay taxes, insurance, capital expenditures (current and future), debt service or other costs
or expenses incident to the ownership or operation of the Company’s business; and (iii) financing proceeds, subject to (ii)
above.


 


“A&R Effective
Date” has the meaning given such term in the first paragraph of this Agreement.


 


“Board of
Directors” has the meaning given such term in Section 6.1.


 


“Book Value”
means, with respect to any Company asset, the adjusted basis of such asset for federal income tax purposes, except as follows:


 


		(i)	The initial Book Value of any Company asset contributed
by a Member to the Company shall be the gross fair market value of such Company asset as of the date of such contribution;



 


		(ii)	The Book Value of each Company asset shall be adjusted
to equal its respective gross fair market value upon the following events: (A) the acquisition of an additional interest in the
Company by any new or existing Member in exchange for more than a de minimis Capital Contribution unless the Board of Directors
determines that such adjustment is not necessary to reflect the relative economic interests of the Members in the Company; (B)
the distribution by the Company to a Member of more than a de minimis amount of Company assets (other than cash) as consideration
for all or parts of its Interests unless the Board of Directors determines that such adjustment is not necessary to reflect the
relative economic interests of the Members in the Company; (C) the liquidation of the Company within the meaning of Treasury Regulations
Section 1.704-1(b)(2)(ii)(g); and (D) in connection with and at the time of a grant of an interest in the Company (other than
a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing
Member acting in a Member capacity or by a new Member acting in a Member capacity or in anticipation of becoming a Member;



 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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		(iii)	The Book Value of a Company asset distributed to any
Member shall be the fair market value (taking into account Section 7701(g) of the Code) of such Company asset as of the date of
distribution thereof;



 


		(iv)	The Book Value of each Company asset shall be increased
or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such Company asset pursuant to Section 734(b)
or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account
balances pursuant to Treasury Regulations Sections §1.704-1(b)(2)(iv)(m); provided, that Book Values shall not be
adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) above is made in conjunction
with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv); and



 


		(v)	If the Book Value of a Company asset has been determined
or adjusted pursuant to subparagraphs (i), (ii), or (iv) above, such Book Value shall thereafter be adjusted to reflect the depreciation
taken into account with respect to such Company asset for purposes of computing Net Income and Net Losses.



 


“Budget”
means the budget of the Company attached hereto as Exhibit 3, as the same may be amended, approved or adopted by the Board
of Directors in accordance with the terms hereof.


 


“Business
Day” means any day other than a Saturday, Sunday or public holiday under the laws of the State of Delaware, the province
of Ontario, Canada, Dublin, Ireland, Copenhagen, Denmark or Rome, Italy or other day on which banking institutions are authorized
or obligated to close in the State of Delaware, the province of Ontario, Canada, Ireland, Denmark or Italy.


 


“Capital Account”
has the meaning given such term in Section 3.2.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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“Capital Contribution”
means the aggregate contributions of cash made and the Book Value of any property contributed by a Member to the Company pursuant
to Article 3 as of the date in question, as shown opposite such Member’s name on the Member Register, as the same may
be amended from time to time in accordance with the terms hereof.


 


“Certificate”
means the Certificate of Formation filed with the Secretary of State of the State of Delaware on December 16, 2011.


 


“Code”
means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.


 


“Common Interests”
means Interests designated by the Board of Directors as “Common Interests”, and shall include former Preferred Interests
for which a Conversion Election has been made.


 


“Company”
has the meaning set forth in the first paragraph of this Agreement.


 


“Company Officers”
has the meaning given such term in Section 7.1.


 


“Contingent
Financing” has the meaning given such term in Section 3.6.4.


 


“Contingent
Financing Option A” has the meaning given such term in Section 3.6.4.


 


“Contingent
Financing Option B” has the meaning given such term in Section 3.6.4.


 


“Conversion
Election” has the meaning given such term in Section 5.4.1.


 


“Damages”
has the meaning given such term in Section 8.2.2.


 


“[***]”
means the [***].


 


“Director”
means each person designated as a Director of the Company pursuant to Article 6.


 


“Dissolution”
has the meaning given such term in Section 10.1.


 


“Dollars”
and “$” means dollars in lawful currency of the United States.


 


“Drag Along
Buyer” has the meaning given such term in Section 12.3.


 


“Drag Along
Holders” has the meaning given such term in Section 12.3.


 


“Drag Along
Sale” has the meaning given such term in Section 12.3.


 


“Election
Date” has the meaning given such term in Section 5.4.2.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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“Enav”
means Enav S.p.A.


 


“Enav Director”
has the meaning given such term in Section 6.2.1.


 


“Enav US Subsidiary”
means ENAV North Atlantic LLC, a Delaware corporation and wholly-owned subsidiary of Enav.


 


“Enav Subscription
Agreement” means that certain Subscription Agreement, dated as of December 20, 2013 by and between Enav and the Company
as may be amended from time to time in accordance with the terms hereof.


 


“Excluded
Company” has the meaning given such term in the Iridium Credit Agreement.


 


“FAA”
means the Federal Aviation Administration.


 


“Fifth NAV
CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Fifth NAV CANADA Tranche
Financing Interest for the Fifth NAV CANADA Tranche Financing Amount upon the satisfaction of the Fifth NAV CANADA Tranche Financing
Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.


 


“Fifth NAV
CANADA Tranche Financing Amount” means $15,000,000.


 


“Fifth NAV
CANADA Tranche Financing Conditions” means the following:


 


		(i)	[***];



 


		(ii)	[***];



 


		(iii)	[***];



 


		(iv)	[***]; and



 


		(v)	[***].



 


“Fifth NAV
CANADA Tranche Financing Final Tranche Date” means [***].


 


“Fifth NAV
CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 2.8% of the Fully Diluted
Company Voting Interests.


 


“Fifth NAV
CANADA Tranche Financing Target Date” means [***], 2017.


 


“Fifth NAV
CANADA Tranche Post-Redemption Target Interest” means 5.1%.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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“Financing
Tranches” means, collectively or individually, the NAV CANADA Financings and the Additional Investors Financings.


 


“First Additional
Investors Tranche Financing” shall occur on the Second A&R Effective Date.


 


“First Additional
Investors Tranche Post-Redemption Enav Target Interest” means 5.21%.


 


“First Additional
Investors Tranche Post-Redemption IAA Target Interest” means 2.5%.


 


“First Additional
Investors Tranche Post-Redemption Naviair Target Interest” means 2.5%.


 


“First NAV
CANADA Tranche Financing” means the subscription of Preferred Interest by NAV CANADA pursuant to the NAV CANADA Subscription
Agreement on the A&R Effective Date.


 


“First NAV
CANADA Tranche Post-Redemption Target Interest” means 5.1%.


 


“First ROFR
Sale Notice” has the meaning given such term in Section 11.2.1.1.


 


“Fiscal Year”
of the Company means the calendar year.


 


“Fourth Additional
Investors Tranche Financing” means the purchase by the Additional Investors directly, with respect to IAA, or through
the Additional Investors Subsidiaries of the Fourth Additional Investors Tranche Financing Interest for the Fourth Additional Investors
Tranche Financing Amount upon the satisfaction of the Fifth NAV CANADA Tranche Financing Conditions pursuant to the terms of this
Agreement and the Additional Investors Subscription Agreements.


 


“Fourth Additional
Investors Tranche Financing Amount” means an aggregate amount equal to $12,000,000.


 


“Fourth Additional
Investors Tranche Financing Interest” means an aggregate amount of Preferred Interests convertible into 2.82% of the
Fully Diluted Company Voting Interests.


 


“Fourth Additional
Investors Tranche Financing Target Date” means the date of the closing of the Fifth NAV CANADA Tranche Financing.


 


“Fourth Additional
Investors Tranche Post-Redemption Enav Target Interest” means 1.25%.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
8



    	 



    

 


“Fourth Additional
Investors Tranche Post-Redemption IAA Target Interest” means 0.6%.


 


“Fourth Additional
Investors Tranche Post-Redemption Naviair Target Interest” means 0.6%.


 


“Fourth NAV
CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Fourth NAV CANADA
Tranche Financing Interest for the Fourth NAV CANADA Tranche Financing Amount upon the satisfaction of the Fourth NAV CANADA Tranche
Financing Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.


 


“Fourth NAV
CANADA Tranche Financing Amount” means $15,000,000.


 


“Fourth NAV
CANADA Tranche Financing Conditions” means the following:


 


		(i)	[***]:



 


		(A)	[***];



 


		(B)	[***]; and



 


		(C)	[***];



 


		(ii)	[***];



 


		(iii)	[***]; and



 


		(iv)	[***].



 


“Fourth NAV
CANADA Tranche Financing Final Tranche Date” means [***].


 


“Fourth NAV
CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 1.66% of the Fully Diluted
Company Voting Interests.


 


“Fourth NAV
CANADA Tranche Financing Target Date” means [***], 2015.


 


“Fourth NAV
CANADA Tranche Post-Redemption Target Interest” means 5.1%.


 


“Fully Diluted
Company Voting Interests” means as of any date of determination, the total amount of Voting Interests issued and outstanding
on such date assuming the full funding of all five tranches of financing by NAV CANADA US Subsidiary and the issuance of all Preferred
Interests to NAV CANADA US Subsidiary in all such tranches and the issuance of all other Preferred Interests or Common Interests
as contemplated by the Long-Term Operating Plan, plus, without duplication, the total amount of all other outstanding securities
or obligations which are by their terms exercisable, convertible or exchangeable into Voting Interests. For purposes of this determination,
all outstanding Preferred Interests shall be deemed to be converted into Common Interests in accordance with the terms hereof.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
9



    	 



    

 


“Funded Enav
Post-Redemption Target Percentage” means the aggregate of (i) the First Additional Investor Financing Tranche Post-Redemption
Enav Target Percentage and (ii) to the extent the applicable Financing Tranches are actually funded, the Second Additional Investor
Financing Tranche Post-Redemption Enav Target Percentage, the Third Additional Investor Financing Tranche Post-Redemption Enav
Target Percentage, and the Fourth Additional Investor Financing Tranche Post-Redemption Enav Target Percentage.


 


“Funded IAA
Post-Redemption Target Percentage” means the aggregate of (i) the First Additional Investor Financing Tranche Post-Redemption
IAA Target Percentage and (ii) to the extent the applicable Financing Tranches are actually funded, the Second Additional Investor
Financing Tranche Post-Redemption IAA Target Percentage, the Third Additional Investor Financing Tranche Post-Redemption IAA Target
Percentage, and the Fourth Additional Investor Financing Tranche Post-Redemption IAA Target Percentage.


 


“Funded NAV
CANADA Post-Redemption Target Percentage” means the aggregate of (i) the First NAV CANADA Tranche Post-Redemption Target
Percentage and the Second NAV CANADA Post-Redemption Target Percentage, and (ii) to the extent the applicable Financing Tranches
are actually funded, the Third NAV CANADA Tranche Post-Redemption Target Percentage, the Fourth NAV CANADA Post-Redemption Target
Percentage, and the Fifth NAV CANADA Tranche Post-Redemption Target Percentage.


 


“Funded Naviair
Post-Redemption Target Percentage” means the aggregate of (i) the First Additional Investor Financing Tranche Post-Redemption
Naviair Target Percentage and (ii) to the extent the applicable Financing Tranches are actually funded, the Second Additional Investor
Financing Tranche Post-Redemption Naviair Target Percentage, the Third Additional Investor Financing Tranche Post-Redemption Naviair
Target Percentage, and the Fourth Additional Investor Financing Tranche Post-Redemption Naviair Target Percentage.


 


“Funded Post-Redemption
Target Percentages” means the aggregate of the Funded Enav Post-Redemption Target Percentage, the Funded IAA Post-Redemption
Target Percentage, the Funded NAV CANADA Post-Redemption Target Percentage, and the Funded Naviair Post-Redemption Target Percentage.


 


“GAAP”
means generally accepted accounting principles, consistently applied, as in effect from time to time in the United States.


 


“IAA”
means Irish Aviation Authority Limited.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
10



    	 



    

 


“IAA/Naviair
Director” has the meaning given such term in Section 6.2.1.


 


“IAA Subscription
Agreement” means that certain Subscription Agreement, dated as of December 20, 2013, by and between IAA and the Company
as may be amended from time to time in accordance with the terms hereof.


 


“[***]”
means the [***].


 


“Incapacity”
or “Incapacitated” has the meaning given such term in Section 5.5.


 


“Indemnitee”
has the meaning given such term in Section 8.2.2.


 


“Information
Rights Holders” has the meaning given such term in Section 12.2.1.


 


“Insolvency
Event” means any of the following: (i) the filing of any insolvency, reorganization case or proceeding to consolidate
or merge the Company with or into Iridium or any of its Affiliates or sell all or substantially all of the Company’s assets;
(ii) instituting proceedings under any applicable insolvency law or to have the Company be adjudicated bankrupt or insolvent; (iii)
seeking any relief under any law relating to relief from debts or the protection of debtors, or consent to the filing or the institution
of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief
with respect to the Company under any applicable federal or state law relating to bankruptcy or insolvency; or (iv) seek or consent
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian (or other similar official) of or for
the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit
in writing the Company’s inability to pay its debts generally as they become due, or take action in furtherance of any of
the foregoing.


 


“Interest”
has the meaning given such term in Section 3.6.1.


 


“Interest
Equivalent” means any security or obligation that is by its terms directly or indirectly convertible into or exchangeable
or exercisable for Interests or other equity securities of the Company, and any option, warrant or other subscription or purchase
right with respect to Interests or such other equity securities of the Company.


 


“IPO Entity”
has the meaning given such term in Section 10.3.2.


 


“Iridium”
means Iridium Satellite LLC and any Affiliate designated by them.


 


“Iridium Credit
Agreement” means the COFACE Facility Agreement, dated as of October 4, 2010 and amended by that certain Supplemental
Agreement dated as of August 1, 2012, by and among Iridium and the other parties named therein, as the same may be amended or restated
from time to time in accordance with its terms.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
11



    	 



    

 


“Iridium Director”
has the meaning given such term in Section 6.2.1.


 


“Iridium NEXT
Constellation” means the constellation of operational low earth orbiting satellites being manufactured by Iridium pursuant
to an agreement with Thales Alenia, with launches currently scheduled to commence in 2015, with operation currently scheduled to
commence in late-2017.


 


“LIBOR Rate”
means the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
Reuters at approximately 11:00 a.m. (London time) five (5) Business Days following a Member’s Conversion Election or IPO
Conversion, as applicable, for U.S. Dollar deposits with a term of one (1) month.


 


“Liquidation
Event” means (a) a sale, lease or other transfer of all or substantially all of the assets of the Company, (b) a
reorganization, merger or consolidation of the Company with or into any other limited liability company or entity, or an acquisition
of the Company effected by an exchange of outstanding securities of the Company, in each case where the Members immediately prior
to such transaction own immediately after such transaction less than fifty percent (50%) of the voting power of the equity securities
of the surviving limited liability company or entity (or its parent), as applicable, (c) any sale of voting control or other
transaction similar to those described in clause (b) above following which the Company’s Members immediately prior to
such transaction no longer hold effective control of the Company following such transaction, whether through voting power, ownership,
ability to elect a majority of the Board, or otherwise, or (d) liquidation, dissolution, shut down, cessation of business
or any winding up of the Company or any Insolvency Event.


 


“Long-Term
Operating Plan” means the operating plan of the Company through December 31, 2017 (or such later date as determined with
the approval by the Board of Directors in accordance with this Agreement), attached hereto as Exhibit 2, as may be amended from
time to time with the approval by the Board of Directors in accordance with the terms of this Agreement.


 


“Majority-In-Interest
of the Members” means (i) when used with reference to a particular class of Interests, a group of Members whose aggregate
Interests of such class at the time of determination exceed fifty percent (50%) of the total Interests of such class held by all
the Members (or, where the context so requires, a specified subset thereof), as applicable, at such time and (ii) when used without
reference to a particular class, a Member or a group of Members whose aggregate Common Interests at the time of determination exceed
fifty percent (50%) of the total Common Interests of all the Members (or, where the context so requires, a specified subset thereof),
as applicable, at such time (for purposes of determining the Majority-In-Interest of the Members in this clause (ii) at any time
when there are Preferred Interests and Common Interests outstanding, all Preferred Interests shall be deemed to have converted
to Common Interests in accordance with the terms hereof). Notwithstanding the foregoing, Non-Voting Preferred Interests shall not
be included in determining Majority-In-Interest of the Members except as otherwise provided in Section 13.15.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
12



    	 



    

 


“Mandatory
Redemption” has the meaning given such term in Section 3.6.6.1.


 


“Mandatory
Redemption Date” has the meaning given such term in Section 3.6.6.1.2.


 


“[***]”
means [***].


 


“Member”
has the meaning given such term in the first paragraph of this Agreement.


 


“Member Register”
means the Schedule A attached to this Agreement entitled “Member Register,” as such schedule may
be amended by the Board of Directors from time to time in accordance with this Agreement.


 


“[***]”
means [***].


 


“NAV CANADA”
means NAV CANADA.


 


“NAV CANADA
US Subsidiary” means NAV CANADA Satellite, Inc., a Delaware corporation and wholly-owned subsidiary of NAV CANADA.


 


“NAV CANADA
US Subsidiary Stockholder” means, collectively, NAV CANADA and any Affiliate of NAV CANADA to whom NAV CANADA transfers
any capital stock of NAV CANADA US Subsidiary.


 


“NAV CANADA
Director” has the meaning given such term in Section 6.2.1.


 


“NAV CANADA
Financing” means collectively or individually, the First NAV CANADA Tranche Financing, Second NAV CANADA Tranche Financing,
Third NAV CANADA Tranche Financing, Fourth NAV CANADA Tranche Financing, and Fifth NAV CANADA Tranche Financing.


 


“NAV CANADA
Subscription Agreement” means that certain A&R Subscription Agreement, dated as of the December 20, 2013, by and
between NAV CANADA US Subsidiary and the Company as may be amended from time to time in accordance with the terms hereof.



 


“Naviair”
means Naviair, an independent state owned company owned by the Kingdom of Denmark.


 


“Naviair Subsidiary”
means Naviair Surveillance A/S, a limited liability company incorporated in the Kingdom of Denmark under company registration number
(CVR-no.) 35 64 88 52 and a wholly-owned subsidiary of Naviair.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
13



    	 



    

 


“Naviair Subscription
Agreement” means that certain Subscription Agreement, dated as of December 20, 2013, by and between Naviair and the Company
as may be amended from time to time in accordance with the terms hereof.


 


“Net Profit”
and “Net Loss” mean, for each Accounting Period, an amount equal to the Company’s taxable income or loss,
respectively, for such Accounting Period, determined in accordance with Section 703(a) of the Code, which for this purpose shall
include all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code,
with the following adjustments:


 


		(i)	The computation of all items of income, gain, loss and
deduction shall include tax-exempt income and those items described in Treasury Regulations Section 1.704-1(b)(2)(iv)(i)
without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.



 


		(ii)	If the Book Value of any Company property is adjusted
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), or Proposed Treasury Regulations Section 1.704(b)(2)(iv)(s),
the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property; provided, that
if the Book Value of any Company property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5)(i),
the allocation of gain or loss shall be made immediately prior to the related acquisition of the interest in the Company.



 


		(iii)	Items of income, gain, loss or deduction attributable
to the disposition of Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed
by reference to the Book Value of such property.



 


		(iv)	Items of depreciation, amortization and other cost recovery
deductions with respect to Company property having a Book Value that differs from its adjusted basis for tax purposes shall be
computed by reference to the property’s Book Value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).



 


		(v)	To the extent an adjustment to the adjusted tax basis
of any Company property pursuant to Sections 732(d), 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to
the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis).



 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
14



    	 



    

 


		(vi)	Notwithstanding any other provisions of this definition,
any items that are specially allocated pursuant to Section 4.3 shall not be taken into account in computing Net Profits and Net
Losses.



 


“Non-Voting
Preferred Interests” means Interests designated by the Board of Directors as “Non-Voting Preferred Interests”
with the rights and privileges (including the right to receive the Accrued Dividend on or after January 1, 2016) set forth in this
Agreement, the applicable Addendum of Designation and held by those Persons designated by the Board of Directors from time to time
and/or any of their respective Permitted Transferee.


 


“[***]”
means the [***].


 


“Overallotment
Notice” has the meaning given such term in Section 11.2.1.6.


 


“Participating
Members” has the meaning given such term in Section 11.2.1.6.


 


“Participating
Members Overallotment Notice” has the meaning given such term in Section 11.2.1.6.


 


“Participation
Rights” has the meaning given such term in Section 3.6.8.


 


“Payload”
means an ADS-B Payload to be owned and operated by the Company.


 


“Payload Manufacturer”
means Harris Corporation.


 


“Percentage
Interest” means, as to a Member holding a class of Interests, such Member’s Interests in such class, determined
by dividing the Interests of such class owned by such Member by the total amount of Interests of such class then outstanding.


 


“Permitted
Issuances” has the meaning given such term in Section 12.1.1.3.


 


“Permitted
Transferee” has the meaning given such term in Section 11.1.1.1.


 


“Person”
means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation,
custodian, nominee or any other individual or entity in its own or any representative capacity.


 


“Plan”
has the meaning given such term in Section 3.6.8.


 


“Pre-IPO Value”
means the per share price at which the common stock of the IPO Entity is reasonably and in good faith expected by the Board of
Directors to be offered by the underwriters of the initial public offering of the IPO Entity.


 


“Preemptive
Holders” has the meaning given such term in Section 12.5.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
15



    	 



    

 


“Preemptive
Purchase Notice” has the meaning given such term in Section 12.5.1.


 


“Preferred
Interests” means Interests designated by the Board of Directors as “Preferred Interests” with the rights
and privileges (including the right to receive the Accrued Dividend on or after January 1, 2016) set forth in this Agreement and
held by NAV CANADA US Subsidiary, the Additional Investors Subsidiaries, IAA and/or any of their respective Permitted Transferees
and which have not been converted into Common Interests in accordance with the terms hereof.


 


“Primary Business”
has the meaning given such term in Section 2.4.


 


“Proprietary
Information Agreement” has the meaning given such term in Section 5.8.


 


“Qualified
IPO” means a firm commitment underwritten offering of common stock or comparable equity securities of the IPO Entity
pursuant to an effective registration statement under the Securities Act in which such common stock or comparable equity securities
will be listed on a national securities exchange and the gross proceeds to the IPO Entity and selling Members (before underwriting
discounts, commissions, and fees) equal at least Fifty million dollars ($50,000,000).


 


“Redeemable
Interest” means the Preferred Interest of a Member which has made no Conversion Election with respect to such Preferred
Interest prior to the applicable Redemption Date.


 


“Redeemable
Iridium Interests” means an aggregate percentage of Common Interests held by Iridium equal to (i) the Funded Post-Redemption
Target Percentages minus (ii) the aggregate percentage of all Fully Diluted Company Voting Interests actually held immediately
prior to the Mandatory Iridium Redemption by NAV CANADA US Subsidiary, IAA and the Additional Investors Subsidiaries (or by any
transferees of such Interests).


 


“Redemption
Date” has the meaning given such term in Section 3.6.6.1.2.


 


“Redemption
Notice” has the meaning given such term in Section 3.6.6.1.1.


 


“Redemption
Price” has the meaning given such term in Section 3.6.6.2.


 


“Redemption
Price Non-Payment Event” means a default in payment of the Redemption Price when due pursuant to the terms hereof.


 


“Relation”
means an individual’s spouse, siblings, lineal ancestors or lineal descendants.


 


“Reorganization
Plan” has the meaning given such term in Section 10.3.


 


“ROFR Buy
Notice” has the meaning given such term in Section 11.2.1.5.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
16



    	 



    

 


“ROFR Seller”
has the meaning given such term in Section 11.2.1.1.


 


“Sale”
has the meaning given such term in Section 6.12.1.2.


 


“Scheduled
Redemption Date” has the meaning given such term in Section 3.6.6.1.1.


 


“Scheduled
Redemption Notice” has the meaning given such term in Section 3.6.6.1.1.


 


“Second Additional
Investors Tranche Financing” means the purchase by the Additional Investors directly, with respect to IAA, or through
the Additional Investors Subsidiaries of the Second Additional Investors Tranche Financing Interest for the Second Additional Investors
Tranche Financing Amount pursuant to the terms of this Agreement and the Additional Investors Subscription Agreements.


 


“Second Additional
Investors Tranche Financing Amount” means an aggregate amount equal to $25,000,000.


 


“Second Additional
Investors Tranche Financing Interest” means an aggregate amount of Preferred Interests convertible into 3.07% of the
Fully Diluted Company Voting Interests.


 


“Second Additional
Investors Tranche Financing Target Date” means the date of the closing (or the initial closing if the Company has requested
two closings as provided in Section 3.6.3.2.1) of the Third NAV CANADA Tranche Financing.


 


“Second Additional
Investors Tranche Post-Redemption Enav Target Interest” means 2.6%.


 


“Second Additional
Investors Tranche Post-Redemption IAA Target Interest” means 1.25%.


 


“Second Additional
Investors Tranche Post-Redemption Naviair Target Interest” means 1.25%.


 


“Second A&R
Effective Date” has the meaning given such term in the first paragraph of this Agreement.


 


“Second NAV
CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Second NAV CANADA
Tranche Financing Interest for the Second NAV CANADA Tranche Financing Amount.


 


“Second NAV
CANADA Tranche Financing Amount” means $40,000,000.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
17



    	 



    

 


“Second NAV
CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 12.19% of the Fully Diluted
Company Voting Interests.


 


“Second NAV
CANADA Tranche Post-Redemption Target Interest” means 13.6%.


 


“Second ROFR
Sale Notice” has the meaning given such term in Section 11.2.1.5.


 


“Strategic
Advisory Committee” has the meaning given such term in Section 7.5.


 


“Tag-Along
Notice” has the meaning given such term in Section 12.4.


 


“Tag-Along
Sale” has the meaning given such term in Section 12.4.


 


“Tag-Along
Seller” has the meaning given such term in Section 12.4.


 


“Tagging Member”
has the meaning given such term in Section 12.4.1.


 


“tax matters
partner” has the meaning given such term in Section 9.3.


 


“Tax Payments”
has the meaning given such term in Section 4.5.


 


“Third Additional
Investors Tranche Financing” means the purchase by the Additional Investors directly, with respect to IAA, or through
the Additional Investors Subsidiaries of the Third Additional Investors Tranche Financing Interest for the Third Additional Investors
Tranche Financing Amount pursuant to the terms of this Agreement and the Additional Investors Subscription Agreements.


 


“Third Additional
Investors Tranche Financing Amount” means an aggregate amount equal to $33,000,000.


 


“Third Additional
Investors Tranche Financing Interest” means an aggregate amount of Preferred Interests convertible into 6.32% of the
Fully Diluted Company Voting Interests.


 


“Third Additional
Investors Tranche Financing Target Date” means the date of the closing of the Fourth NAV CANADA Tranche Financing.


 


“Third Additional
Investors Tranche Post-Redemption Enav Target Interest” means 3.44%.


 


“Third Additional
Investors Tranche Post-Redemption IAA Target Interest” means 1.65%.


 


“Third Additional
Investors Tranche Post-Redemption Naviair Target Interest” means 1.65%.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
18



    	 



    

 


“Third NAV
CANADA Tranche Financing” means the purchase by NAV CANADA through NAV CANADA US Subsidiary of the Third NAV CANADA Tranche
Financing Interest for the Third NAV CANADA Tranche Financing Amount upon the satisfaction of the Third NAV CANADA Tranche Financing
Conditions pursuant to the terms of this Agreement and the NAV CANADA Subscription Agreement.


 


“Third NAV
CANADA Tranche Financing Amount” means $65,000,000.


 


“Third NAV
CANADA Tranche Financing Conditions” means the following:


 


		(i)	[***]:



 


		(A)	[***];



 


		(B)	[***];



 


		(C)	[***];



 


		(D)	[***];



 


		(E)	[***];



 


		(F)	[***]; and



 


		(G)	[***]; and



 


		(ii)	[***].



 


“Third NAV
CANADA Tranche Financing Final Tranche Date” means [***].


 


“Third NAV
CANADA Tranche Financing Interest” means an amount of Preferred Interests convertible into 19.19% of the Fully Diluted
Company Voting Interests.


 


“Third NAV
CANADA Tranche Financing Target Date” means [***], 2014.


 


“Third NAV
CANADA Tranche Post-Redemption Target Interest” means 22.1%.


 


“Transfer”
means any sale (including, without limitation, a sale by a trustee or debtor in bankruptcy or arising out of any manner of creditor’s
proceeding), assignment, transfer (including, without limitation, a transfer by will or intestate distribution or any court order
for sale or transfer pursuant to a decree including, without limitation, a divorce decree), exchange, mortgage, pledge, foreclosure,
execution, garnishment, attachment, sheriff’s sale, gift, or other disposition or encumbrance (whether voluntarily or involuntarily
or by operation of law) of, or the granting of a security interest in, all or any portion of a Member’s Interest or other
interests in the Company.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
19



    	 



    

 


“Treasury
Regulations” means the final and temporary regulations promulgated under the Code, as amended from time to time.


 


“Trigger Event”
means (i) the delivery of a written notice by (x) NAV CANADA US Subsidiary or (y) any of the Additional Investors Subsidiaries
or IAA to the Company, after delivery of the Trigger Event Notice by Iridium, notifying the Company that NAV CANADA US Subsidiary
and/or such Additional Investors Subsidiary or IAA elect to have all of their respective Redeemable Interests redeemed pursuant
to Section 3.6.6.1.2, or (ii) any facts, occurrence, circumstance, event, change or action that, in the good faith and reasonable
determination of any NAV CANADA Director and an Additional Investors Director (such determination to be set forth in a written
notice delivered to the Company and Iridium), would reasonably be expected to result in the Company (x) becoming subject to or
a guarantor under the Iridium Credit Agreement or (y) for so long as the Company is a “Subsidiary” (as defined in the
Iridium Credit Agreement) of Iridium, ceasing to be an Excluded Company.


 


“Trigger Event
Notice” has the meaning given such term in Section 5.14.1.


 


“Unpaid Dividend”,
with respect to a Member, means such Member’s Accrued Dividend, if any, less all distributions to such Member pursuant to
Sections 4.1.1.1 and 4.1.2.1.


 


“Unreturned
Capital” means, with respect to any Member, the excess of all cash Capital Contributions made by such Member over all
distributions in cash and payments in cash received by such Member pursuant to Sections 3.6.6 and 4.1.2.2.


 


“Voting Interests”
means Common Interests and Preferred Interests.


 


Other terms defined
in this Agreement have the meanings so given them.


 


Article 2

FORMATION OF LIMITED LIABILITY COMPANY


 


2.1           Formation
and Tax Classification. The Company has been formed as a limited liability company under and pursuant to the Act. Each Member
represents and warrants that such Member is duly authorized to join in this Agreement and that the person executing this Agreement
on its behalf is duly authorized to do so. The Members intend that the Company will be classified as a partnership for U.S. federal,
state and local income and franchise tax purposes and each Member and the Company shall file all tax returns and shall otherwise
take all tax positions in a manner consistent with such treatment. The Members intend that the Company shall not be a partnership
(including, without limitation, a limited partnership) for any other purpose.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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2.2           Company
Name. The name of the Company is Aireon LLC. The business of the Company shall be conducted under such name or such other
names as the Board of Directors may from time to time determine in accordance with the terms hereof.


 


2.3           Term
of Company. The term of the Company shall commence on the date of the initial filing of the Certificate with the Secretary
of State of the State of Delaware and shall continue until dissolved or otherwise terminated pursuant to this Agreement or the
laws of the State of Delaware.


 


2.4           Purposes.
The purpose of the Company is to own and operate the Aireon System (the “Primary Business”) and within
and ancillary to the Primary Business to engage in any lawful act, activity or business for which a limited liability company
may be formed under the Act.


 


2.5           Merger.
Subject to the provisions of this Agreement, the Company may merge with, or consolidate into, another limited liability company
(organized under the laws of the State of Delaware or any other state), a corporation (organized under the laws of the State of
Delaware or any other state) or other business entity, regardless of whether the Company is the survivor of such merger or consolidation.


 


Article 3

CAPITALIZATION; INTERESTS


 


3.1           Capital
Contributions. Prior to or concurrently with the execution of this Agreement, the Members have made the Capital Contributions
as set forth in the Member Register attached hereto. On the date hereof, the Members own Interests in the class and the amounts
set forth in the Member Register and have Percentage Interests in such class as set forth in the Member Register.  The amount
of Interests and Percentage Interest shall be adjusted in the Member Register from time to time by the Board of Directors to the
extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Interests or
similar events having an effect on a Member’s Percentage Interest occurring after the date hereof in accordance with the
terms of this Agreement. 


 


3.2           Establishment
and Determination of Capital Accounts. A capital account (“Capital Account”) shall be established
for each Member on the books of the Company and maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).
If any Interests (as defined herein) of a Member are Transferred in accordance with the terms of this Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent the Capital Account related to such transferred Interests.


 


3.3           Negative
Capital Accounts. Except as otherwise required by law, no Member shall be required to pay to the Company or any other Member
any deficit or negative balance which may exist from time to time in such Member’s Capital Account.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.4           Company
Capital. No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account,
and no Member shall have any right (a) to demand the return of such Member’s Capital Contribution or any other distribution
from the Company (whether upon resignation, withdrawal or otherwise), except to the extent provided in Article 9 or Section
3.6.6 or (b) to cause a partition of the Company’s assets. For the avoidance of doubt, nothing in this Section 3.4
shall be construed to override or contradict other rights to dividend accrual, distributions or redemption payments expressly
provided in this Agreement.


 


3.5           Loans
by Members. No Member, as such, shall be required to lend any funds to the Company. Any Member may, with the approval of the
Board of Directors, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital
Contribution.


 


3.6           Interests.


 


3.6.1           Authorized
Interests. The ownership interests of the Members in the Company are represented by “Interests”,
including all benefits and rights to which the Members holding such Interests are entitled as provided in this Agreement or under
the Act, including, without limitation, the right to receive distributions, allocations of profits and losses and to vote, together
with all obligations of such Members holding such Interests to comply with the terms and provisions of this Agreement. The Company
is authorized to issue three classes of Interests designated as “Preferred Interests”, “Non-Voting Preferred
Interests” and “Common Interests” with the relative rights, benefits and obligations thereof as set forth in
this Agreement.


 


3.6.2           Authorization
and Issuance of Interests. Subject to any Member approval required by this Agreement (including Section 12.1) and subject to
compliance with Section 12.5, the Board of Directors may, in accordance with the provisions hereof, issue Interests in addition
to those issued on or prior to the date hereof and to fix and determine the relative rights, preferences, powers, privileges and
restrictions of such Interests. The Board of Directors may, in accordance with the provisions hereof, determine the Capital Contribution,
if any, required to be made for such newly issued Interests. Upon admission of an Additional Member, or increase or decrease in
the Interest held by an existing Member, in accordance with this Agreement, the respective Interests of the other Members will
be reduced or increased on a pro rata basis based on their respective ownership of Interests at the time of such admission or increase
or decrease, as applicable.


 


3.6.3           NAV
CANADA Financing. Notwithstanding anything in this Agreement to the contrary:


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.3.1           Second
NAV CANADA Tranche Financing.


 


3.6.3.1.1           On
June 27, 2013, NAV CANADA US Subsidiary purchased the Second NAV CANADA Tranche Financing Interest for the Second NAV CANADA Tranche
Financing Amount.


 


3.6.3.2           Third
NAV CANADA Tranche Financing.


 


3.6.3.2.1           Within
five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Third NAV CANADA Tranche Financing
Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the
Third NAV CANADA Tranche Financing Interest for the Third NAV CANADA Tranche Financing Amount, as specified in the Company’s
notice accompanying its written certification, without further approval by the Board of Directors or any Member; provided
that NAV CANADA US Subsidiary shall not be obligated to purchase the Third NAV CANADA Tranche Financing Interest unless (a) NAV
CANADA US Subsidiary concurs that the Third NAV CANADA Tranche Financing Conditions have been satisfied in manner, form and substance
reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives, in its sole discretion, any Third NAV CANADA Tranche Financing
Conditions that have not been so satisfied, (b) the applicable certifications are delivered on or after the Third NAV CANADA
Tranche Financing Target Date, and (c) the applicable certifications are delivered no later than the Third NAV CANADA Tranche
Financing Final Tranche Date. If the Company’s notice to NAV CANADA US Subsidiary indicates that only a portion of the Third
NAV CANADA Tranche Financing Interests will be sold at the initial closing, then the Company shall be permitted to send a second
notice to NAV CANADA US Subsidiary at any time thereafter with respect to the sale of the remaining portion of the Third NAV CANADA
Tranche Financing Interests. Within thirty (30) days of the Company’s second notice to NAV CANADA US Subsidiary (or if no
such notice has been sent to NAV CANADA US Subsidiary prior to the twelve (12) month anniversary of the date of the purchase of
the first portion of the Third NAV CANADA Tranche Financing Interests, then on the twelve (12) month anniversary of the date of
the purchase of the first portion of the Third NAV CANADA Tranche Financing Interests), NAV CANADA US Subsidiary shall purchase
the remaining Third NAV CANADA Tranche Financing Interest for the remaining Third NAV CANADA Tranche Financing Amount, as specified
in the Company’s second notice, without further approval by the Board of Directors or any Member.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.3.2.2           In
the event that the Third NAV CANADA Tranche Financing Conditions have not been satisfied by the Third NAV CANADA Tranche Financing
Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US
Subsidiary does not intend to fund the Third NAV CANADA Tranche Financing, be relieved of any obligation to fund the Third NAV
CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice
to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV
CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice,
or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant
to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or
(ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided
for in Section 6.12)). In the event that the Third NAV CANADA Tranche Financing Conditions have not been satisfied by the Third
NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen
(15) Business Days of the Third NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to
the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV
CANADA Financing or a Contingent Financing.


 


3.6.3.2.3           The
Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Third NAV CANADA Tranche Financing
Conditions set forth above by the specified Third NAV CANADA Tranche Financing Target Dates, and in no event later than the Third
NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts
to perform any task expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with
the completion of such Third NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company
agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful
completion of the Third NAV CANADA Tranche Financing Conditions.


 


3.6.3.3           Fourth
NAV CANADA Tranche Financing.


 


3.6.3.3.1           Within
five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Fourth NAV CANADA Tranche Financing
Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the
Fourth NAV CANADA Tranche Financing Interest for the Fourth NAV CANADA Tranche Financing Amount, without further approval by the
Board of Directors or any Member; provided that NAV CANADA US Subsidiary shall not be obligated to purchase the Fourth NAV
CANADA Tranche Financing Interest unless (a) NAV CANADA US Subsidiary concurs that the Fourth NAV CANADA Tranche Financing
Conditions have been satisfied in manner, form and substance reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives,
in its sole discretion, any Fourth NAV CANADA Tranche Financing Conditions that have not been so satisfied, (b) the applicable
certifications are delivered on or after the Fourth NAV CANADA Tranche Financing Target Date, and (c) the applicable certifications
are delivered no later than the Fourth NAV CANADA Tranche Financing Final Tranche Date.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.3.3.2           In
the event that the Fourth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fourth NAV CANADA Tranche Financing
Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US
Subsidiary does not intend to fund the Fourth NAV CANADA Tranche Financing, be relieved of any obligation to fund the Fourth NAV
CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice
to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV
CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice,
or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant
to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or
(ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided
for in Section 6.12)). In the event that the Fourth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fourth
NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen
(15) Business Days of the Fourth NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to
the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV
CANADA Financing or a Contingent Financing.


 


3.6.3.3.3           The
Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Fourth NAV CANADA Tranche Financing
Conditions set forth above by the specified Fourth NAV CANADA Tranche Financing Target Dates, and in no event later than the Fourth
NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts
to perform any task expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with
the completion of such Fourth NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company
agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful
completion of the Fourth NAV CANADA Tranche Financing Conditions.


 


3.6.3.4           Fifth
NAV CANADA Tranche Financing.


 


3.6.3.4.1           Within
five (5) Business Days of [***] written certification to NAV CANADA US Subsidiary that all of the Fifth NAV CANADA Tranche Financing
Conditions that have not been waived by NAV CANADA US Subsidiary have been satisfied, NAV CANADA US Subsidiary shall purchase the
Fifth NAV CANADA Tranche Financing Interest for the Fifth NAV CANADA Tranche Financing Amount, without further approval by the
Board of Directors or any Member; provided that NAV CANADA US Subsidiary shall not be obligated to purchase the Fifth NAV
CANADA Tranche Financing Interest unless (a) NAV CANADA US Subsidiary concurs that the Fifth NAV CANADA Tranche Financing
Conditions have been satisfied in manner, form and substance reasonably satisfactory to NAV CANADA US Subsidiary, and/or waives,
in its sole discretion, any Fifth NAV CANADA Tranche Financing Conditions that have not been so satisfied, (b) the applicable
certifications are delivered on or after the Fifth NAV CANADA Tranche Financing Target Date, and (c) the applicable certifications
are delivered no later than the Fifth NAV CANADA Tranche Financing Final Tranche Date.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.3.4.2           In
the event that the Fifth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fifth NAV CANADA Tranche Financing
Final Tranche Date, NAV CANADA US Subsidiary will, at its sole option and upon written notice to the Company that NAV CANADA US
Subsidiary does not intend to fund the Fifth NAV CANADA Tranche Financing, be relieved of any obligation to fund the Fifth NAV
CANADA Tranche Financing and any subsequent NAV CANADA Financing, and if NAV CANADA US Subsidiary delivers such written notice
to the Company, NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV
CANADA Financing or a Contingent Financing (it being understood that NAV CANADA US Subsidiary’s delivery of such notice,
or any deemed delivery of such notice, shall not prevent (i) NAV CANADA US Subsidiary from exercising any preemptive rights pursuant
to Section 12.5 or any rights pursuant to Section 12.1 (except as otherwise specifically provided for in Section 12.1) or
(ii) NAV CANADA Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically provided
for in Section 6.12)). In the event that the Fifth NAV CANADA Tranche Financing Conditions have not been satisfied by the Fifth
NAV CANADA Tranche Financing Final Tranche Date and NAV CANADA US Subsidiary has not delivered the foregoing notice within fifteen
(15) Business Days of the Fifth NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to
the Company and NAV CANADA US Subsidiary shall thereafter have no right or obligation to purchase additional Interests in a NAV
CANADA Financing or a Contingent Financing.


 


3.6.3.4.3           The
Company and Iridium shall use commercially reasonable efforts to ensure the satisfaction of the Fifth NAV CANADA Tranche Financing
Conditions set forth above by the specified Fifth NAV CANADA Tranche Financing Target Dates, and in no event later than the Fifth
NAV CANADA Tranche Financing Final Tranche Date. NAV CANADA US Subsidiary and NAV CANADA shall use commercially reasonable efforts
to perform any task expressly or reasonably required to be performed by NAV CANADA US Subsidiary or NAV CANADA in connection with
the completion of such Fifth NAV CANADA Tranche Financing Conditions. NAV CANADA US Subsidiary, NAV CANADA, Iridium and the Company
agree to work together in good faith to attempt to complete all other operational and contractual objectives required for successful
completion of the Fifth NAV CANADA Tranche Financing Conditions.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.3.4.4           NAV
CANADA hereby fully, irrevocably, absolutely and unconditionally guarantees, for the benefit of the Company, the prompt and complete
payment and performance by NAV CANADA US Subsidiary of its obligations when due under this Agreement and the NAV CANADA Subscription
Agreement (collectively, the “NAV CANADA US Subsidiary Obligations”) in accordance with the terms hereof.
This guaranty shall be a full, unconditional, irrevocable, absolute and continuing guaranty of payment and performance of the obligations
of NAV CANADA US Subsidiary. If NAV CANADA US Subsidiary fails to perform any NAV CANADA US Subsidiary Obligations requiring payment,
in whole or in part, when such NAV CANADA US Subsidiary Obligations are due, NAV CANADA shall promptly pay such NAV CANADA US Subsidiary
Obligations in lawful money of the United States. NAV CANADA shall pay such amount within five (5) Business Days of receipt of
demand for payment from the Company. The Company may enforce their rights under this guaranty without first suing NAV CANADA US
Subsidiary or joining NAV CANADA US Subsidiary in any suit against NAV CANADA, or enforcing any rights and remedies against NAV
CANADA US Subsidiary or otherwise pursuing or asserting any claims or rights against NAV CANADA US Subsidiary or any other Person
or entity or any of its or their property which may also be liable with respect to the matters for which NAV CANADA is liable hereunder.


 


3.6.4           Contingent
Financing. If [***], then, if at any time and from time to time [***], the Company’s Board of Directors determines that
it is in the best interest of the Company to obtain bridge financing (and NAV CANADA US Subsidiary has not prior to such time elected
not to fund any NAV CANADA Financing in accordance with the terms of Section 3.6.3), then (i) the Company may obtain such bridge
financing (the “Contingent Financing Option A”) [***], or (ii) if the Company is unable to obtain Contingent
Financing Option A as described in the foregoing clause (i) of this Section 3.6.4, after the use of commercially reasonable efforts
to obtain such Contingent Financing Option A, then NAV CANADA US Subsidiary shall have the option, exercisable at its sole discretion,
to extend such additional financing to the Company (“Contingent Financing Option B”; together with Contingent
Financing Option A, collectively or individually, a “Contingent Financing”), [***], in exchange for issuance
by the Company of additional Preferred Interests, in an aggregate amount not to exceed 19% of the Fully Diluted Company Voting
Interests, at a price equal to $[***] per basis point (i.e., one one-hundredth of one percent (.01%)) (for an aggregate amount
of $[***] assuming full exercise of such option) (subject to any adjustment necessary for any Interest split, combination, reclassification
or similar events).


 


3.6.5           Additional
Investors Financing. Notwithstanding anything in this Agreement to the contrary:


 


3.6.5.1           Second
Additional Investors Tranche Financing.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.5.1.1           Within
three (3) weeks following the Company’s notice to the Additional Investors Subsidiaries and IAA following the Second Additional
Investors Tranche Financing Target Date that all of the Third NAV CANADA Tranche Financing Conditions that have not been waived
by the relevant Additional Investor or Additional Investor Subsidiary have been satisfied and that NAV CANADA US Subsidiary has
purchased the Third NAV CANADA Tranche Financing Interest (or such portion as it was requested by the Company to purchase in the
initial notice sent under Section 3.6.3.2.1), the Additional Investors Subsidiaries and IAA shall purchase their respective portion
(as indicated on Schedule B) of the Second Additional Investors Tranche Financing Interest for their respective portion
(as indicated on Schedule B) of the Second Additional Investors Tranche Financing Amount, as specified in the Company’s
notice, without further approval by the Board of Directors or any Member. If the Company’s initial notice to NAV CANADA US
Subsidiary under Section 3.6.3.2.1 was for only a portion of the Third NAV CANADA Tranche Financing Amount, the Company’s
initial notice to the Additional Investors Subsidiaries and IAA shall indicate that the same portion of the Second Additional Investors
Tranche Financing Interests will be sold at the initial closing, and the Company shall then be permitted to send a second notice
to the Additional Investors Subsidiaries and IAA at any time after the second notice to NAV CANADA US Subsidiary under Section
3.6.3.2.1 with respect to the sale of the respective remaining portions of the Second Additional Investors Tranche Financing Interests.
Within thirty (30) days of the Company’s second notice to the Additional Investors Subsidiaries and IAA (or if no such notice
has been sent to the Additional Investors Subsidiaries and IAA prior to the twelve (12) month anniversary of the date of the purchase
of the first portion of the Second Additional Investors Tranche Financing Interests, then on the twelve (12) month anniversary
of the date of the purchase of the first portion of the Second Additional Investors Tranche Financing Interests), the Additional
Investors Subsidiaries and IAA shall purchase the respective remaining Second Additional Investors Tranche Financing Interest for
the remaining Second Additional Investors Tranche Financing Amount, as specified in the Company’s second notice, without
further approval by the Board of Directors or any Member.


 


3.6.5.1.2           In
the event that the Third NAV CANADA Tranche Financing Conditions have not been satisfied or waived by the relevant Additional Investor
or Additional Investor Subsidiary by the Third NAV CANADA Tranche Financing Final Tranche Date, each Additional Investors Subsidiary
and IAA will, at its sole option and upon written notice to the Company that such Additional Investors Subsidiary or IAA does not
intend to fund its portion of the Second Additional Investors Tranche Financing, be relieved of any obligation to fund its portion
of the Second Additional Investors Tranche Financing and its portion of any subsequent Additional Investors Financing, and if such
Additional Investors Subsidiary or IAA delivers such written notice to the Company, such Additional Investors Subsidiary or IAA
shall thereafter have no right or obligation to purchase additional Interests in an Additional Investors Financing (it being understood
that an Additional Investors Subsidiary’s or IAA’s delivery of such notice, or any deemed delivery of such notice,
shall not prevent (i) such Additional Investors Subsidiary or IAA from exercising any preemptive rights pursuant to Section 12.5
or (ii) such Additional Investors Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically
provided for in Section 6.12)). In the event that the Third NAV CANADA Tranche Financing Conditions have not been satisfied or
waived by the relevant Additional Investor or Additional Investor Subsidiary by the Third NAV CANADA Tranche Financing Final Tranche
Date and an Additional Investors Subsidiary or IAA has not delivered the foregoing notice within fifteen (15) Business Days of
the Third NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and such Additional
Investors Subsidiary or IAA shall thereafter have no right or obligation to purchase additional Interests in an Additional Investors
Financing.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.5.2           Third
Additional Investors Tranche Financing.


 


3.6.5.2.1           Within
three (3) weeks following the Company’s notice to the Additional Investors Subsidiaries and IAA following the Third Additional
Investors Tranche Financing Target Date that all of the Fourth NAV CANADA Tranche Financing Conditions that have not been waived
by the relevant Additional Investor and Additional Investor Subsidiary have been satisfied and that NAV CANADA US Subsidiary has
purchased the Fourth NAV CANADA Tranche Financing Interest, the Additional Investors Subsidiaries and IAA shall purchase their
respective portion (as indicated on Schedule B) of the Third Additional Investors Tranche Financing Interest for
their respective portion (as indicated on Schedule B) of the Third Additional Investors Tranche Financing Amount,
as specified in the Company’s notice, without further approval by the Board of Directors or any Member.


 


3.6.5.2.2           In
the event that the Fourth NAV CANADA Tranche Financing Conditions have not been satisfied or waived by the relevant Additional
Investor or Additional Investor Subsidiary by the Fourth NAV CANADA Tranche Financing Final Tranche Date, each Additional Investors
Subsidiary or IAA will, at its sole option and upon written notice to the Company that such Additional Investors Subsidiary or
IAA does not intend to fund its portion of the Third Additional Investors Tranche Financing, be relieved of any obligation to fund
its portion of the Third Additional Investors Tranche Financing and its portion of any subsequent Additional Investors Financing,
and if such Additional Investors Subsidiary or IAA delivers such written notice to the Company, such Additional Investors Subsidiary
or IAA shall thereafter have no right or obligation to purchase additional Interests in an Additional Investors Financing (it being
understood that an Additional Investors Subsidiary’s or IAA’s delivery of such notice, or any deemed delivery of such
notice, shall not prevent (i) such Additional Investors Subsidiary or IAA from exercising any preemptive rights pursuant to Section 12.5
or (ii) such Additional Investors Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically
provided for in Section 6.12)). In the event that the Fourth NAV CANADA Tranche Financing Conditions have not been satisfied or
waived by the relevant Additional Investor or Additional Investor Subsidiary by the Fourth NAV CANADA Tranche Financing Final Tranche
Date and an Additional Investors Subsidiary or IAA has not delivered the foregoing notice within fifteen (15) Business Days of
the Fourth NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and such
Additional Investors Subsidiary or IAA shall thereafter have no right or obligation to purchase additional Interests in an Additional
Investors Financing.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.5.3           Fourth
Additional Investors Tranche Financing.


 


3.6.5.3.1           Within
three (3) weeks following the Company’s notice to the Additional Investors Subsidiaries and IAA following the Fourth Additional
Investors Tranche Financing Target Date that all of the Fifth NAV CANADA Tranche Financing Conditions that have not been waived
by the relevant Additional Investor and Additional Investors Subsidiaries have been satisfied and that NAV CANADA US Subsidiary
has purchased the Fifth NAV CANADA Tranche Financing Interest, the Additional Investors Subsidiaries and IAA shall purchase their
respective portion (as indicated on Schedule B) of the Fourth Additional Investors Tranche Financing Interest for
their respective portion (as indicated on Schedule B) of the Fourth Additional Investors Tranche Financing Amount,
as specified in the Company’s notice, without further approval by the Board of Directors or any Member.


 


3.6.5.3.2           In
the event that the Fifth NAV CANADA Tranche Financing Conditions have not been satisfied or waived by the relevant Additional Investor
or Additional Investors Subsidiaries by the Fifth NAV CANADA Tranche Financing Final Tranche Date, each Additional Investors Subsidiary
or IAA will, at its sole option and upon written notice to the Company that such Additional Investors Subsidiary or IAA does not
intend to fund its portion of the Fourth Additional Investors Tranche Financing, be relieved of any obligation to fund its portion
of the Fourth Additional Investors Tranche Financing and its portion of any subsequent Additional Investors Financing, and if such
Additional Investors Subsidiary or IAA delivers such written notice to the Company, such Additional Investors Subsidiary or IAA
shall thereafter have no right or obligation to purchase additional Interests in an Additional Investors Financing (it being understood
that an Additional Investors Subsidiary’s or IAA’s delivery of such notice, or any deemed delivery of such notice,
shall not prevent (i) such Additional Investors Subsidiary or IAA from exercising any preemptive rights pursuant to Section 12.5
or (ii) such Additional Investors Director from exercise any approval or veto rights under Section 6.12 (except as otherwise specifically
provided for in Section 6.12)). In the event that the Fifth NAV CANADA Tranche Financing Conditions have not been satisfied or
waived by the relevant Additional Investor or Additional Investors Subsidiaries by the Fifth NAV CANADA Tranche Financing Final
Tranche Date and an Additional Investors Subsidiary or IAA has not delivered the foregoing notice within fifteen (15) Business
Days of the Fifth NAV CANADA Tranche Financing Final Tranche Date, then such notice shall be deemed delivered to the Company and
such Additional Investors Subsidiary or IAA shall thereafter have no right or obligation to purchase additional Interests in an
Additional Investors Financing.


 


3.6.5.3.3           Enav
hereby fully, irrevocably, absolutely and unconditionally guarantees, for the benefit of the Company, the prompt and complete payment
and performance by Enav US Subsidiary of its obligations when due under this Agreement and the Enav Subscription Agreement (collectively,
the “Enav US Subsidiary Obligations”) in accordance with the terms hereof. This guaranty shall be a full,
unconditional, irrevocable, absolute and continuing guaranty of payment and performance of the obligations of Enav US Subsidiary.
If Enav US Subsidiary fails to perform any Enav US Subsidiary Obligations requiring payment, in whole or in part, when such Enav
US Subsidiary Obligations are due, Enav shall promptly pay such Enav US Subsidiary Obligations in lawful money of the United States.
Enav shall pay such amount within five (5) Business Days of receipt of demand for payment from the Company. The Company may enforce
their rights under this guaranty without first suing Enav US Subsidiary or joining Enav US Subsidiary in any suit against Enav,
or enforcing any rights and remedies against Enav US Subsidiary or otherwise pursuing or asserting any claims or rights against
Enav US Subsidiary or any other Person or entity or any of its or their property which may also be liable with respect to the matters
for which Enav is liable hereunder.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.5.3.4           [Reserved.]


 


3.6.5.3.5           Naviair
hereby fully, irrevocably, absolutely and unconditionally guarantees, for the benefit of the Company, the prompt and complete payment
and performance by Naviair Subsidiary of its obligations when due under this Agreement and the Naviair Subscription Agreement (collectively,
the “Naviair Subsidiary Obligations”) in accordance with the terms hereof. This guaranty shall be a full,
unconditional, irrevocable, absolute and continuing guaranty of payment and performance of the obligations of Naviair Subsidiary.
If Naviair Subsidiary fails to perform any Naviair Subsidiary Obligations requiring payment, in whole or in part, when such Naviair
Subsidiary Obligations are due, Naviair shall promptly pay such Naviair Subsidiary Obligations in lawful money of the United States.
Naviair shall pay such amount within five (5) Business Days of receipt of demand for payment from the Company. The Company may
enforce their rights under this guaranty without first suing Naviair Subsidiary or joining Naviair Subsidiary in any suit against
Naviair, or enforcing any rights and remedies against Naviair Subsidiary or otherwise pursuing or asserting any claims or rights
against Naviair Subsidiary or any other Person or entity or any of its or their property which may also be liable with respect
to the matters for which Naviair is liable hereunder.


 


3.6.6           Mandatory
Redemptions of Redeemable Interest.


 


3.6.6.1           The
Company shall be obligated to redeem each Redeemable Interest (the “Mandatory Redemption”) as follows:


 


3.6.6.1.1           to
the extent it may lawfully do so, the Company shall redeem for cash all of the Redeemable Interests in three (3) annual installments
beginning on the eighth anniversary of the A&R Effective Date (November 19, 2020), and ending on the date two (2) years
from such first redemption date (each a “Scheduled Redemption Date”). The Company shall effect such redemptions
on (i) the first Scheduled Redemption Date by paying cash for one-third of the recipient Member’s Redeemable Interest
equal to one-third of the sum of (a) the recipient Member’s Unreturned Capital plus (b) any Unpaid Dividends of
the recipient Member attributable to such Member’s Redeemable Interest, as of such Scheduled Redemption Date, (ii) the
second Scheduled Redemption Date by paying cash for one-half of the recipient Member’s remaining Redeemable Interest equal
to one-half of the sum of (a) the recipient Member’s remaining Unreturned Capital plus (b) any remaining Unpaid
Dividends of the recipient Member attributable to such Member’s remaining Redeemable Interest, as of such Scheduled Redemption
Date, and (iii) the third Scheduled Redemption Date by paying cash for the recipient Member’s remaining Redeemable Interest
equal to the sum of (a) the recipient Member’s remaining Unreturned Capital plus (b) any remaining Unpaid Dividends
of the recipient Member attributable to such Member’s remaining Redeemable Interest, as of such Scheduled Redemption Date.
At least thirty (30) days but no more than sixty (60) days prior to the first Scheduled Redemption Date, the Company shall send
a notice (a “Scheduled Redemption Notice”) to all holders of Redeemable Interests setting forth (A) the
Redemption Price payable for such Redeemable Interest; and (B) the manner in which such holders will receive the Redemption Price;
or


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.6.1.2           upon
the occurrence of a Trigger Event, the Company shall redeem for cash all of the Redeemable Interests on or prior to the second
(2nd) Business Day after the occurrence of a Trigger Event (such date, the “Mandatory Redemption Date”
and each of the Mandatory Redemption Date or a Scheduled Redemption Date, as applicable, a “Redemption Date”).
The Company shall effect such redemption on the Mandatory Redemption Date by paying cash for all of the recipient Member’s
Redeemable Interest equal to the sum of (a) the recipient Member’s Unreturned Capital plus (b) any Unpaid Dividends
of the recipient Member attributable to such Member’s Redeemable Interest, as of the Mandatory Redemption Date.


 


3.6.6.2           The
total amount to be paid for each Redeemable Interest is hereinafter referred to as the “Redemption Price”
for such Redeemable Interest. The relative dollar amounts paid to each Member participating in the Mandatory Redemption shall be
proportionate to the aggregate Redemption Price owed to each such Member.


 


3.6.6.3           On
a Redemption Date, the Company shall pay the applicable Redemption Price to the Members holding Redeemable Interests.


 


3.6.6.4           If
the assets of the Company available for redemption of the applicable Redeemable Interests by law or otherwise on the applicable
Redemption Date are insufficient to redeem the applicable Redeemable Interests on the applicable Redemption Date, the holders of
such Redeemable Interests shall share ratably in any assets available by law or otherwise for redemption of the Redeemable Interests
in proportion to the amounts that would be payable with respect to the Percentage Interest owned by them if the Redeemable Interests
to be so redeemed on such Redemption Date were redeemed in full. The Company shall in good faith use all reasonable efforts as
expeditiously as possible to eliminate, or obtain an exception, waiver or exemption from, any and all restrictions under applicable
law or otherwise that prevented the Company from paying any portion of the Redemption Price and redeeming all of the outstanding
Redeemable Interests. At any time thereafter when additional funds of the Company are available by law for the redemption of the
Redeemable Interests, such funds will be used, as soon as they become available, to redeem the balance of such Redeemable Interests
to be so redeemed in accordance with the terms hereof or such portion thereof for which funds are available, on the basis set forth
above. If funds are not available by law or otherwise for the payment in full of the Redemption Price for the Redeemable Interests
to be so redeemed on the Redemption Date, then the Company shall be obliged to make such partial redemption so that the number
of Redeemable Interests held by each holder shall be reduced in an amount that shall bear the same ratio to the actual number of
Redeemable Interests required to be redeemed on such Redemption Date as the number of Redeemable Interests then held by such holder
bears to the aggregate number of shares of Redeemable Interests then outstanding. If the Company fails to redeem the Redeemable
Interests and pay the full Redemption Price for which redemption is required, then during the period from the Redemption Date through
the date on which such Interests that the Company failed to redeem on the Redemption Date are actually redeemed and full payment
of Redemption Price is made, Accrued Dividends on such unredeemed Interests shall continue to accrue and be cumulative as specified
herein.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.6.5           The
Redemption Price of each Redeemable Interest shall be payable to the order of the person whose name appears on Schedule A
attached hereto as the owner thereof. From and after the first Redemption Date, all rights of the holders of such Redeemable Interests
(except the right to receive the Redemption Price (without interest)) shall cease and terminate with respect to such Redeemable
Interests; provided that in the event that any applicable Redemption Price for a particular Redeemable Interest is not paid
in full when due, as a result of a Redemption Price Non-Payment Event, the rights of the holder of such Redeemable Interest shall
continue (including any entitlement to Accrued Dividends, if any) as to a ratable portion of such Redeemable Interest, which (as
of any particular time) shall be equal to the product of such Redeemable Interest multiplied by a fraction, the numerator of which
is that portion of the aggregate Redemption Price for such Redeemable Interest which has not been paid in full, and the denominator
of which is the aggregate Redemption Price for such Redeemable Interest.


 


3.6.6.6           For
the avoidance of doubt and notwithstanding anything to the contrary set forth in this Agreement, the obligation of the Company
to pay the applicable Redemption Price on a Redemption Date shall not be affected by the fact that the Hosting Cost Reimbursements
have not been paid in full or any default, deferral or failure of payment of Hosting Cost Reimbursements exists or has occurred
under the Hosting Cost Reimbursement Agreement.


 


3.6.7           Mandatory
Redemptions of Redeemable Iridium Interests.


 


3.6.7.1           The
Company shall be obligated to redeem the Redeemable Iridium Interests (the “Mandatory Iridium Redemption”)
as follows:


 


3.6.7.1.1           to
the extent it may lawfully do so, the Company shall redeem for cash all of the Redeemable Iridium Interests as soon as sufficient
funds are available following (a) (i) the closing of the Fourth Additional Investor Financing, or, (ii) if there is no Fourth Additional
Investor Financing, the closing of the Fifth NAV CANADA Tranche Financing, or, (iii) if there is no Fourth Additional Investor
Financing or Fifth NAV CANADA Tranche Financing, the Fifth NAV CANADA Tranche Financing Final Tranche Date, and (b) the payment
of all Hosting Cost Reimbursements then due and owing under the Hosting Cost Reimbursement Agreement. The Company shall effect
such redemption by paying cash for the Redeemable Iridium Interests equal to the full amount actually funded by the Additional
Investors and the Additional Investors Subsidiaries in all Additional Investors Financings ($120,000,000 in the event that all
of the Additional Investors Financings are fully funded).


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.7.2           The
total amount to be paid for the Redeemable Iridium Interests is hereinafter referred to as the “Iridium Redemption
Price.”


 


3.6.7.3           If
the assets of the Company available for redemption of the Redeemable Iridium Interests by law or otherwise are insufficient to
redeem the Redeemable Iridium Interests, Iridium shall receive the portion of any assets available by law or otherwise for redemption
of the Redeemable Iridium Interests. The Company shall in good faith use all reasonable efforts as expeditiously as possible to
eliminate, or obtain an exception, waiver or exemption from, any and all restrictions under applicable law or otherwise that prevented
the Company from paying any portion of the Iridium Redemption Price and redeeming all of the outstanding Redeemable Iridium Interests.
At any time thereafter when additional funds of the Company are available by law for the redemption of the outstanding Redeemable
Iridium Interests, such funds will be used, as soon as they become available, to redeem the balance of such Redeemable Iridium
Interests to be so redeemed in accordance with the terms hereof or such portion thereof for which funds are available, on the basis
set forth above. If funds are not available by law or otherwise for the payment in full of the Iridium Redemption Price for the
Redeemable Iridium Interests to be so redeemed on any date, then the Company shall be obliged to make a partial redemption of the
Redeemable Iridium Interests.


 


3.6.7.4           Subject
to Sections 3.6.7.5 and 3.6.7.6 below, upon redemption of the Redeemable Iridium Interests,


 


3.6.7.4.1           Enav
US Subsidiary’s Preferred Interests (or Common Interests, if such Member has made its Conversion Election) will be increased
to the amount of Preferred Interests convertible into (or, if applicable, Common Interests equal to) the Funded Enav Post-Redemption
Target Percentage; and


 


3.6.7.4.2           IAA’s
Preferred Interests (or Common Interests, if such Member has made its Conversion Election) will be increased to the amount of Preferred
Interests convertible into (or, if applicable, Common Interests equal to) the Funded IAA Post-Redemption Target Percentage; and


 


3.6.7.4.3           NAV
CANADA US Subsidiary’s Preferred Interests (or Common Interests, if such Member has made its Conversion Election) will be
increased to the amount of Preferred Interests convertible into (or, if applicable, Common Interests equal to) the Funded NAV CANADA
Post-Redemption Target Percentage; and


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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3.6.7.4.4           Naviair
Subsidiary’s Preferred Interests (or Common Interests, if such Member has made its Conversion Election) will be increased
to the amount of Preferred Interests convertible into (or, if applicable, Common Interests equal to) the Funded Naviair Post-Redemption
Target Percentage.


 


3.6.7.5           In
the event of a partial redemption pursuant to Section 3.6.7.3, the increases provided for in Section 3.6.7.4 above shall be reduced
on a pro rata basis to reflect the partial redemption. In the event that additional Members are admitted, the Parties shall in
good faith negotiate adjustments to the post-redemption percentages set forth in this agreement.


 


3.6.7.6           In
the event that NAV CANADA, any Additional Investor or any Additional Investor Subsidiary has, prior to the Mandatory Iridium Redemption,
transferred all or a portion of its Interests in accordance with the terms of this Agreement, then upon the occurrence of the Mandatory
Iridium Redemption, the transferee(s) shall receive all or such portion of the Interests provided for in Sections 3.6.7.4 and 3.6.7.5
on a pro rata basis based on the portion(s) so transferred.


 


3.6.7.7           For
the avoidance of doubt and notwithstanding anything to the contrary set forth in this Agreement, except for Mandatory Redemptions
or as set forth in Section 4.1.2, prior to the Mandatory Iridium Redemption of all Redeemable Iridium Interests, the Company shall
not make any other redemption of Interests or any dividends or distributions to any Members.


 


3.6.8           Incentive
Plan. Subject to approval by the Members holding Preferred Interests pursuant to Section 12.1, the Board of Directors may be
authorized to create an incentive plan (the “Plan”) pursuant to which the Chief Executive Officer, subject
to prior approval by the Board of Directors pursuant to Section 6.12.1.17, may grant non-voting, participation or profit sharing
rights of the Company’s appreciated value to employees, directors and other service providers of the Company, subject to
such vesting and other restrictions as the Board of Directors may deem appropriate (all such rights, “Participation
Rights”). In no event shall any Participation Rights or other rights under such plan constitute Interests, Interest
Equivalents or other equity of the Company.


 


3.6.9           Revision
of Member Register upon Issuance of New Interests. When new Interests are issued as permitted by the terms of this Agreement,
the Member Register shall be updated by the Board of Directors in accordance with the terms hereof to reflect such issuance.


 


3.6.10         Interest
Certificates. The Interests shall be uncertificated.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Article 4

DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES


 


4.1           Distributions
and Payments.


 


4.1.1           Distributions
of Available Cash. Subject to the terms of this Agreement, if approved by the Board of Directors in accordance with Section
6.12.1, the Board of Directors shall cause the Company to distribute Available Cash with respect to a fiscal quarter or such shorter
period of time as determined by the Board of Directors from time to time to the Members. Except as otherwise provided in Section 4.1.3,
any such distributions of Available Cash shall be made to the Members in the following manner and priority:


 


4.1.1.1           First,
to the Members holding Preferred Interests and Non-Voting Preferred Interests in proportion to their respective Unpaid Dividends,
if any, until all Unpaid Dividends as of such date have been paid.


 


4.1.1.2           Then,
to the Members holding Common Interests in proportion to their respective Percentage Interests as of the time of such distribution.


 


4.1.1.3           Notwithstanding
anything to the contrary set forth herein, except pursuant to Section 4.1.2, in no event shall the Company make any distributions
on any Common Interest prior to January 1, 2016.


 


4.1.2           Liquidation
Event Distributions. After satisfaction or discharge of all the debts, liabilities and obligations of the Company (including,
without limitation, all expenses incurred in the Liquidation Event and setting aside any reserves needed for contingent or deferred
liabilities all as determined by the Board of Directors in accordance with Section 12), the remaining proceeds of a Liquidation
Event available for distribution to the Members shall be distributed amongst the Members in the following manner and priority:


 


4.1.2.1           First,
to the Members holding Preferred Interests and Non-Voting Preferred Interests in proportion to their respective Percentage Interests
and Non-Voting Preferred Interests until each Member’s Unpaid Dividend, as of such date of distribution, is zero.


 


4.1.2.2           Then,
to the Members holding Preferred Interests and Non-Voting Preferred Interests in proportion to their respective Percentage Interests,
until each Member’s Unreturned Capital is zero.


 


4.1.2.3           Then,
to the Members holding Common Interests in proportion to their respective Percentage Interests as of the time of such distribution.


 


4.1.3           Limitations
on Distributions; Special Rules. Notwithstanding any other provision of this Agreement:


 




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4.1.3.1           No
distribution (including distributions in redemption of Interests or upon Dissolution) shall be made to any Member to the extent
that, after giving effect to the distribution, all liabilities of the Company (other than liabilities to Members on account of
their Interests) would exceed the fair market value of the Company’s assets.


 


4.1.3.2           In
the event an Additional Member is admitted to the Company after the beginning of any particular fiscal period (including the beginning
of a month), the Board of Directors may, in its sole discretion, allow such Additional Member to participate in all distributions
attributable to such fiscal period, including distributions made prior to such Additional Member’s admission to the Company.
The Board of Directors may effectuate such participation in whatever manner they deem appropriate, including, without limitation,
by specially allocating subsequent distributions away from existing Members to such Additional Member, or by holding back a portion
of prior distributions in anticipation of an Additional Member’s admission, and then making a special distribution of such
held-back amounts solely to the Additional Member.


 


4.1.3.3           To
the extent that the Board determines to distribute property in-kind, either pursuant to Section 4.1.1 or 4.1.2, such property’s
fair market value shall be determined by the Board of Directors in good faith and any distribution which includes such in-kind
property shall be apportioned in a manner such that the recipients of such distribution receive a proportionate share (based on
the relative dollar amounts distributable to each such recipient in such distribution) of any cash and of the relative fair market
value of each class or type of in-kind property constituting a part of such distribution, unless a different apportionment is agreed
by each Member participating in such distribution. The value of such non-cash proceeds shall be equal to the fair market value
of the non-cash proceeds at the time of the distribution as determined in good faith by the Board.


 


4.1.3.4           Except
as otherwise provided in Section 5.4.5, the holder of a Common Interest which was formerly a Preferred Interest shall not be entitled
to any adjustments in respect of previous distributions on Common Interests, and shall share only in such Member’s Common
Interest percentage of any distributions made pursuant to Section 4.1.1.2 and 4.1.2.3 after such Member makes the Conversion
Election.  The apportionment of any particular distribution made pursuant to Section 4.1.1.2 or 4.1.2.3 will be based
on the Members’ respective Percentage Interest in Common Interest at the time of such distribution, regardless of whether
a Member’s previous Percentage Interest in Common Interest was lower or higher.


 


4.1.3.5           Notwithstanding
anything to the contrary herein, no Preferred Interest shall be entitled to receive distributions under both Section 4.1.2.2
and 4.1.2.3. Except as provided in Section 4.1.1.3, if a Preferred Interest is still eligible for a Conversion Election as of the
date of a distribution pursuant to such Sections, the holder of such Preferred Interest shall be required to choose between (i) making
a Conversion Election and receiving distributions (if any) pursuant to Section 4.1.2.3, and (ii) not making a Conversion
Election and receiving distributions (if any) pursuant to Section 4.1.2.2.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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4.1.3.6           For
the avoidance of doubt, the Company’s obligation to pay any Unpaid Dividends pursuant to Section 5.4.4 shall have priority
over any distribution pursuant to Section 4.1.


 


4.2           Allocation
of Profits and Losses. After applying Section 4.3, the Company’s Net Profit and Net Loss (and, if determined by
the Board in consultation with the Company’s tax advisors, individual component items thereof) for any Accounting Period
shall be allocated among the Members in such a manner that, as of the end of such Accounting Period and to the extent possible
with respect to each Member, each Member’s Adjusted Capital Account shall be equal to the respective net amounts, positive
or negative, which would be distributed to them or for which they would be liable to the Company under this Agreement, determined
as if the Company were to: (A) liquidate all of the assets of the Company for an amount equal to their Book Value and (B) distribute
the proceeds of such liquidation in the manner described in Section 4.1.2 of this Agreement.


 


4.3           Regulatory
and Special Allocations. Notwithstanding the provisions of Section 4.2, Net Profit, Net Loss and items thereof shall
be allocated to the Members in the manner and to the extent required by the Treasury Regulations under Section 704 of the
Code, including without limitation, the provisions thereof dealing with minimum gain chargebacks, partner minimum gain chargebacks,
qualified income offsets, partnership nonrecourse deductions, partner nonrecourse deductions, forfeiture allocations, and the
provisions dealing with deficit capital accounts in Sections 1.704-2(g)(1), 1.704-2(i)(5), and 1.704-1(b)(2)(ii)(d).


 


4.4           Tax
Allocations; Code Section 704(c). The income, gains, losses, deductions and expenses of the Company shall be allocated,
for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses,
deductions and expenses among such Member for computing their Capital Accounts, except that if any such allocation is not permitted
by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated
among the Members for tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as
possible the allocation set forth herein in computing their Capital Accounts. Notwithstanding the previous sentence, such items
shall be allocated among the Members in a different manner to the extent required by Code Section 704(c) and the Treasury
Regulations thereunder (dealing with contributed property), Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) (dealing with
property having a book value different than its tax basis) and 1.704-1(b)(4)(ii) (dealing with tax credit items). The Members
agree that, for purposes of Section 704(c) of the Code, (i) with respect to tax items attributable to property contributed to
the Company on the A&R Effective Date of this Agreement and having a book value different than its tax basis, the Company
will use the “remedial method” as described in Treasury Regulations Section 1.704-3(d), and (ii) with respect to tax
items attributable to any other book-tax differences (whether from property contributed to the Company in the future, or resulting
from revaluations of Company property), the Company will use the “traditional method” as described in Treasury Regulations
Section 1.704-3(b) unless the Board in its reasonable discretion directs the Company to use a method other than the traditional
method. Allocations pursuant to this Section 4.4 are solely for purposes of federal, state and local taxes and shall not
affect, or in any way be taken into account in computing, any Member’s Capital Account or share of profits, losses, other
items or distributions pursuant to any provisions of this Agreement.


 




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4.5           Tax
Payments. If and to the extent the Company is required by law (as determined in good faith by the Board of Directors) to make
payments with respect to any Member in amounts required to discharge any legal obligation of the Company owed to any governmental
authority with respect to any federal, state or local tax liability of such Member arising as a result of such Member’s
interest in the Company (“Tax Payments”), then such Member shall be required to promptly pay to the
Company an amount of cash equal to such Tax Payments, and the Company shall be entitled to withhold such amount from distributions,
redemption or sale proceeds payable to such Member in the event such Member fails to promptly make such payment to the Company.


 


Article 5

MEMBERS


 


5.1           Number.
The Company shall at all times have one or more Members, who shall constitute the “members” of the Company
for all purposes of the Act.


 


5.2           Members’
Voting Rights. Except as otherwise provided herein (including Section 12.1), the Board of Directors may, but shall have no
duty to, consult with the Members as to matters concerning the Company and its business and may take the advice and counsel of
the Members so consulted into account when making decisions and acting with respect to such matters.


 


5.3           Required
Vote. Subject to the other provisions contained herein, any action requiring the approval of the Members shall require the
affirmative vote of a Majority-In-Interest of the Members in order to constitute the action of or approval by the Members. In
the case of approval by the Members of a particular class of Interests, such approval shall require the affirmative vote of a
Majority-In-Interest of the Members holding such class of Interests. Except as otherwise provided by law, any action or vote of
the Members may be taken by a consent in writing setting forth the action or vote so taken and signed by Members holding the requisite
Interests entitled to vote necessary to authorize or take such action.


 


5.4           Conversion
Election.


 


5.4.1           Optional
Conversion Election. Subject to and in compliance with the provisions of this Section 5.4, any Member holding Preferred
Interests may at any time and from time to time elect to convert all or a portion of such Member’s Preferred Interests into
Common Interests (each, a “Conversion Election”). That portion of a Preferred Interest for which a Conversion
Election is made shall, upon delivery of the notice described in Section 5.4.2, automatically become a Common Interest without
further action on the part of the holder or the Company.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.4.2           Exercise
of Conversion Election Privilege. To make a Conversion Election, a Member shall give written or electronic notice (including
email, provided the following language appears in the subject line of the email: “AIREON FORMAL CONVERSION ELECTION NOTICE”,
and via facsimile transmission) of such election to the Company at the principal office of the Company. Such notice shall also
specify the portion of such Member’s Interest with respect to which the Conversion Election applies. The Business Day that
the Company receives such written or electronic notice shall be the “Election Date” for such Member’s
Conversion Election. Such Conversion Election shall be deemed effective as of the Election Date.


 


5.4.3           Mandatory
Conversion Upon IPO. Subject to fulfilling the requirements set forth in Section 10.3, immediately prior to the initial public
offering of the Company, all outstanding Preferred Interests shall convert into Common Interests (an “IPO Conversion”).


 


5.4.4           Treatment
of Unpaid Dividends Upon Conversion Election. The Company will pay an electing Member’s Unpaid Dividend with respect
to the portion of such Member’s Preferred Interest for which a Conversion Election or IPO Conversion, as applicable, is made
within five (5) Business Days of such Member’s Conversion Election or IPO Conversion, as applicable; provided that
if such payment by the Company would result in a default under the terms of any indebtedness of the Company or the Company
is unable to pay such Accrued Dividends due to insufficient Available Cash, then such payment will be made within five (5) Business
Days of the removal of such restriction, or the achievement of Available Cash, as applicable; provided that any such Unpaid Dividend
shall accrue interest beginning on the 6th Business Day after such Member’s Conversion Election or IPO Conversion,
as applicable, at a rate equal to the lesser of (i) LIBOR, plus three and one-half percent 3.5%, or (ii) six percent (6.0%), per
annum until fully paid.


 


5.4.5           Certain
Adjustments to Preferred Interests. The Preferred Interests shall also be subject to adjustment as follows:


 


5.4.5.1           If
the Company shall at any time or from time to time, prior to conversion of any Preferred Interests (x) make a distribution
on the outstanding Common Interests payable in Interests, (y) subdivide, split or combine the outstanding Common Interests
(with no corresponding subdivision, split or combination of the Preferred Interests), or (z) issue any Interests in a reclassification
or recapitalization of the Common Interest, then, and in each such case, the Preferred Interests shall be adjusted (and any other
appropriate actions shall be taken by the Company) so that the Members holding any Preferred Interest thereafter surrendered for
conversion shall be entitled to receive the amount of Common Interests or other securities of the Company that such Member would
have owned or would have been entitled to receive upon or by reason of any of the events described above, had such Preferred Interests
been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 5.4.5.1 shall
become effective retroactively (1) in the case of any such distribution, to a date immediately following the close of business
on the record date for the determination of holders of Common Interest entitled to receive such distribution or (2) in the
case of any such subdivision, split, combination, reclassification or recapitalization, to the close of business on the day upon
which such action becomes effective.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.4.5.2           In
case of any merger or consolidation of the Company (other than a Liquidation Event) or any capital reorganization, reclassification
or other change of outstanding Interests, the Company shall execute and deliver to each Member holding Preferred Interests, at
least ten (10) Business Days prior to effecting such transaction, a certificate signed by a duly authorized officer of the Company,
stating that each such Member holding Preferred Interest shall have the right to receive in such transaction, in exchange for each
Preferred Interest, a security identical to (or not less favorable than) the Preferred Interest, and provision shall be made therefor
in the agreement, if any, relating to such transaction. Any certificate delivered pursuant to this Section 5.4.5.2 shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in other paragraphs of
this Section 5.4.5.


 


5.4.5.3           If
the Company at any time or from time to time, prior to the conversion of any Preferred Interests, shall take any action affecting
the Common Interests similar to or having an effect similar to any of the actions described in the foregoing paragraphs of this
Sections 5.4.5 (but not including any action described in any such paragraphs), and the Board of Directors in good faith determines
that it would be equitable in the circumstances to adjust the Preferred Interests as a result of such action, then, and in each
such case, the Preferred Interests shall be adjusted in such manner and at such time as the Board of Directors in good faith determines
would be equitable in the circumstances (such determination to be evidenced in a resolution, a copy of which shall be delivered
to the Members holding Preferred Interests). Upon any adjustment of the Preferred Interests, the Company shall, within a reasonable
period (not to exceed ten (10) days) following the transactions giving rise to such adjustment, deliver to each Member holding
Preferred Interests a certificate, signed by a duly authorized officer of the Company, setting forth in reasonable detail the event
requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased of the
Preferred Interests then in effect following such adjustment.


 


5.5           Effect
of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company.
In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated
Member shall be deemed to be the assignee of such Member’s Interests and interest in capital and may, upon approval of the
Board of Directors, become a Member. For purposes of this Section 5.5, “Incapacity” or “Incapacitated”
means (i) with respect to a natural Person, the bankruptcy, death, incompetency or insanity of such individual, and (ii) with
respect to any other Person, the bankruptcy, liquidation, dissolution or termination of such Person.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.6           Representations
and Warranties of Members, NAV CANADA and the Additional Investors.


 


5.6.1           Each
Member hereby severally but not jointly represents and warrants to and acknowledges with the Company that:


 


5.6.1.1           such
Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of
an investment in the Company and making an informed investment decision with respect thereto;


 


5.6.1.2           such
Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time;


 


5.6.1.3           such
Member has sufficient funds and/or credit arrangements available to enable such Member to make the Capital Contributions contemplated
by this Agreement;


 


5.6.1.4           such
Member is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any
distribution to the public or public offering thereof;


 


5.6.1.5           such
Member has been provided with forecasts, models or projections relating to the Company and its future financial or operating performance
prepared by the Company before acquiring any Interests in the Company; such Member acknowledges that there are uncertainties inherent
in attempting to make such forecasts, models and/or projections, that such Member is familiar with such uncertainties and that
such Member is taking full responsibility for making its own evaluation of the adequacy and accuracy of all forecasts, models and/or
projections so furnished to it, including the reasonableness of the assumptions underlying such forecasts, models and/or projections;


 


5.6.1.6           the
interests in the Company have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless
they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been
complied with;


 


5.6.1.7           the
execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to
obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any
law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is
a party or by which such Member is bound; and


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.6.1.8           assuming
due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against
such Member in accordance with its terms.


 


5.6.2           NAV
CANADA hereby represents and warrants to and acknowledges with the Company that:


 


5.6.2.1           NAV
CANADA is duly organized and validly existing under the laws of Canada and has all requisite power and authority to carry on its
business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement;


 


5.6.2.2           NAV
CANADA is solvent and no receiver or receiver and manager has been appointed over any part of its assets and no such appointment
has been threatened;


 


5.6.2.3           NAV
CANADA is not in liquidation or statutory management and no proceedings have been brought or threatened and no resolution has been
passed or other step taken for the purposes of appointing a liquidator of NAV CANADA;


 


5.6.2.4           the
execution, delivery and performance of this Agreement by NAV CANADA have been duly authorized by NAV CANADA and do not require
NAV CANADA to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any
provision of any law or regulation applicable to NAV CANADA or other governing documents or any agreement, instrument or deed or
any writ, order or injunction, or judgment to which NAV CANADA is a party or is subject or by which NAV CANADA is bound; and


 


5.6.2.5           assuming
due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against
NAV CANADA in accordance with its terms.


 


5.6.3           Enav
hereby represents and warrants to and acknowledges with the Company that:


 


5.6.3.1           Enav
is duly organized and validly existing under the laws of the Italian Republic and has all requisite power and authority to carry
on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement;


 


5.6.3.2           Enav
is solvent and no receiver or receiver and manager has been appointed over any part of its assets and no such appointment has been
threatened;


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.6.3.3           Enav
is not in liquidation or statutory management and no proceedings have been brought or threatened and no resolution has been passed
or other step taken for the purposes of appointing a liquidator of Enav;


 


5.6.3.4           the
execution, delivery and performance of this Agreement by Enav have been duly authorized by Enav and do not require Enav to obtain
any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law
or regulation applicable to Enav or other governing documents or any agreement, instrument or deed or any writ, order or injunction,
or judgment to which Enav is a party or is subject or by which Enav is bound; and


 


5.6.3.5           assuming
due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against
Enav in accordance with its terms.


 


5.6.4           IAA
hereby represents and warrants to and acknowledges with the Company that:


 


5.6.4.1           IAA
is duly organized and validly existing under the laws of the Republic of Ireland and has all requisite power and authority to carry
on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement;


 


5.6.4.2           IAA
is solvent and no receiver or receiver and manager has been appointed over any part of its assets and no such appointment has been
threatened;


 


5.6.4.3           IAA
is not in liquidation or statutory management and no proceedings have been brought or threatened and no resolution has been passed
or other step taken for the purposes of appointing a liquidator of IAA;


 


5.6.4.4           the
execution, delivery and performance of this Agreement by IAA have been duly authorized by IAA and do not require IAA to obtain
any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law
or regulation applicable to IAA or other governing documents or any agreement, instrument or deed or any writ, order or injunction,
or judgment to which IAA is a party or is subject or by which IAA is bound; and


 


5.6.4.5           assuming
due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against
IAA in accordance with its terms.


 


5.6.5           Naviair
hereby represents and warrants to and acknowledges with the Company that:


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.6.5.1           Naviair
is duly organized and validly existing under the laws of the Kingdom of Denmark and has all requisite power and authority to carry
on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement;


 


5.6.5.2           Naviair
is solvent and no receiver or receiver and manager has been appointed over any part of its assets and no such appointment has been
threatened;


 


5.6.5.3           Naviair
is not in liquidation or statutory management and no proceedings have been brought or threatened and no resolution has been passed
or other step taken for the purposes of appointing a liquidator of Naviair;


 


5.6.5.4           the
execution, delivery and performance of this Agreement by Naviair have been duly authorized by Naviair and do not require Naviair
to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of
any law or regulation applicable to Naviair or other governing documents or any agreement, instrument or deed or any writ, order
or injunction, or judgment to which Naviair is a party or is subject or by which Naviair is bound; and


 


5.6.5.5           assuming
due authorization, execution and delivery of the other parties hereto, this Agreement is valid, binding and enforceable against
Naviair in accordance with its terms.


 


5.7           Investment
Opportunities. No Member shall have any obligation to offer investment opportunities to the Company or any other Member.


 


5.8           Confidentiality.
As to so much of the information and other material furnished under or in connection with this Agreement (whether furnished before,
on or after the date hereof) as constitutes or contains confidential business, financial or other information of the Company or
any subsidiary, each of the Members, NAV CANADA, each Additional Investor and the Company covenants for itself and its directors,
managers, officers, members and partners, that it will not disclose (and will prevent its employees, counsel, accountants and
other representatives from disclosing) such information except as authorized in writing in advance by the Board of Directors;
provided, however, that each Member, NAV CANADA and each Additional Investor may disclose or deliver any information or
other material disclosed to or received by it should such Member, NAV CANADA or such Additional Investor be advised by its counsel
that such disclosure or delivery is required by law, regulation or judicial or administrative order. This obligation shall survive
termination of this Agreement. The Members, NAV CANADA and each Additional Investor acknowledge that some or all Members, NAV
CANADA and some or all of the Additional Investors may be subject to other written agreements with the Company concerning the
confidentiality of proprietary information (a “Proprietary Information Agreement”). Each Member, NAV
CANADA and each Additional Investor agrees to abide by any such Proprietary Information Agreement to which it is subject. Where
the provisions of a Proprietary Information Agreement and this Section conflict, the Proprietary Information Agreement will
control as to the obligations of the Member, NAV CANADA and each Additional Investor, as applicable, to which such Proprietary
Information Agreement applies.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.9           Noncompetition.
Each Member, NAV CANADA and each Additional Investor agrees (i) not to engage in competition with the Company and/or any
of its Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter,
partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in
any phase of the Primary Business, and (ii) not to acquire, assume or participate in, directly or indirectly, any position,
investment or interest in any company, person or entity that is, directly or indirectly, in competition with the Primary Business
of the Company or any of its Affiliates except for passive investments of 1% or less of the outstanding voting securities of a
company listed on the NYSE, AMEX or Nasdaq National Market; provided, however, that notwithstanding anything to
the contrary set forth herein, nothing in this Section 5.9 shall be deemed to restrict or prohibit NAV CANADA or NAV CANADA US
Subsidiary from, directly or indirectly, (i) engaging in any activities pursuant to any agreement, contract or other arrangement
which NAV CANADA, NAV CANADA US Subsidiary or any of their respective predecessor entities is a party to or bound by as of the
A&R Effective Date, or (ii) own, acquire, use and sell air traffic control surveillance data from radar, ADS-B and other technologies;
provided, further, however, that notwithstanding anything to the contrary set forth herein, nothing in this Section
5.9 shall be deemed to restrict or prohibit Iridium from, directly or indirectly, engaging in any activities pursuant to any agreement,
contract or other arrangement which Iridium or any of its respective predecessor entities is a party to or bound by as of the
A&R Effective Date; provided, further, however, that notwithstanding anything to the contrary set forth
herein, nothing in this Section 5.9 shall be deemed to restrict or prohibit any Additional Investor or its respective Additional
Investors Subsidiary from, directly or indirectly, (i) engaging in any activities pursuant to any agreement, contract or other
arrangement which such Additional Investor, its respective Additional Investors Subsidiary or any of their respective predecessor
entities is a party to or bound by as of the date hereof, or (ii) own, acquire, use and sell air traffic control surveillance
data from radar, ADS-B and other technologies. For the purpose of this Clause 5.9 it is agreed that any surveillance system that
is not satellite-based shall not be deemed as competing with the Aireon business.


 


5.10         Non-Solicitation.
Each Member, NAV CANADA and each Additional Investor severally but not jointly agrees for itself not to, directly or through others,
solicit or attempt to solicit any employee, consultant, or independent contractor of the Company to terminate their relationship
with the Company in order to become an employee, consultant or independent contractor to or for any other person or entity;
provided that no Member shall be restricted from (i) making any general solicitation for employment that is not specifically
directed at any such employee, consultant, or independent contractor, (ii) hiring any such employee, consultant, or independent
contractor who responds to any such general solicitation (including by a bona fide search firm), or (iii) hiring any former employee,
consultant, or independent contractor of the Company who has been terminated by the Company or any of its subsidiaries prior to
commencement of employment discussions between such Member and such person.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.11         Meetings.


 


5.11.1         Place
of Meetings. Meetings of the Members shall be held at such place, either within or without the State of Delaware, as may be
designated from time to time by the Board of Directors in the sole discretion of the Board of Directors.


 


5.11.2         Annual
Meeting. The Board of Directors may elect to hold annual meetings of Members and shall have the authority to determine, in
the sole discretion of the Board of Directors, which business shall be conducted at such meetings, including whether any matters
will be submitted to a vote of Members.


 


5.11.3         Special
Meetings.


 


5.11.3.1           Special
meetings of the Members may be called, for any purpose or purposes, by the Board of Directors, and shall be held at such place,
on such date, and at such time as the Board of Directors shall fix.


 


5.11.4         Notice
of Meetings. Except as otherwise provided by law, written notice of each meeting of Members shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting, such notice
to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting
of Members may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and
will be waived by any Member by his attendance thereat in person or by proxy, except when the Member attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any Member so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects
as if due notice thereof had been given.


 


5.11.5         Quorum.
At all meetings of Members, except where otherwise provided by statute or by the Certificate, or by this Agreement, the presence,
in person or by proxy duly authorized, of a Majority-In-Interest of the Members in each class of Interests having the right to
vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of Members may be adjourned,
from time to time in accordance with Section 5.11.6, but no other business shall be transacted at such meeting; provided,
however, that if any meeting of the Members is adjourned or cancelled from failure to constitute a quorum, then such meeting
shall be rescheduled in accordance with this Agreement to a date not less than five (5) nor more than fifteen (15) days after
the originally scheduled meeting, and in this case, the Members agree that the number of Members who are present at such meeting
shall constitute a quorum for all purposes. The Members present at a duly called or convened meeting, at which a quorum is present,
may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.


 







    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.11.6      Adjournment
and Notice of Adjourned Meetings. Any meeting of Members, whether annual or special, may be adjourned from time to time either
by the Board of Directors or by the vote of a majority of the Interests casting votes, excluding abstentions. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled
to vote at the meeting.


 


5.11.7      Action
Without Meeting.


 


5.11.7.1      Unless
otherwise provided in the Certificate, any action required by statute to be taken at any annual or special meeting of the Members,
or any action which may be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding
Interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all Interests entitled to vote thereon were present and voted.


 


5.11.8     
Conduct of Meetings. The Board of Directors shall be entitled to make such rules or regulations for the calling and
conduct of meetings of Members as the Board of Directors shall deem necessary, appropriate or convenient.


 


5.12         Admission
of Additional Members. Subject to the terms of this Agreement, any Person may become an Additional Member of the Company by
(A) the purchase of new Interests issued as permitted by the terms of this Agreement for such consideration as the Board of
Directors shall determine in accordance with the terms of this Agreement or (B) the purchase of Interests of another Member
in accordance with the terms of this Agreement. Each Additional Member shall: (i) agree to be bound by the provisions of this
Agreement; (ii) execute and deliver such documents as the Board of Directors deem appropriate in connection therewith; and
(iii) with respect to a purchase of new Interests pursuant to clause (A) of this Section 5.12, contribute to the
Company the agreed upon Capital Contribution in exchange for the Interests purchased by such Additional Member.


 


5.12.1      Admission.
Each Additional Member shall have all the rights and obligations of a Member holding the Interests purchased by such Additional
Member as specified on the Member Register. The admission of Additional Members shall not be a cause for dissolution of the Company.
Upon the admission of any Additional Members pursuant to this Section 5.12, the Member Register shall be appropriately amended.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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5.13         Rights
to Information. Members shall have the right to receive from the Chief Executive Officer, upon request, a copy of the Certificate
and of this Agreement, as amended from time to time, and such other information regarding the Company as is required by the Act,
subject to reasonable conditions and standards established by the Board of Directors or Chief Executive Officer as permitted by
the Act, which may include, without limitation, withholding of, or restrictions on, the use of confidential information.


 


5.14         Iridium
Undertaking; Suspension of Iridium Payments. 


 


5.14.1      For
so long as the Iridium Credit Agreement continues in effect and the Company is a “Subsidiary” (as defined in the Iridium
Credit Agreement) of Iridium, Iridium shall, and shall cause its subsidiaries and Affiliates to, cause the Company (x) not to be
subject to or become a guarantor under the Iridium Credit Agreement or (y) for so long as the Company is a “Subsidiary”
(as defined in the Iridium Credit Agreement) of Iridium, to be an Excluded Company. Promptly after (and in no event later than
the immediately following Business Day after) becoming aware of any actions, facts, conditions, circumstances or changes that would
reasonably be expected to result in the Company (i) becoming subject to or a guarantor under the Iridium Credit Agreement or (ii)
for so long as the Company is a “Subsidiary” (as defined in the Iridium Credit Agreement) of Iridium, ceasing to be
an Excluded Company, Iridium shall deliver written notice to the Company, NAV CANADA US Subsidiary and the Additional Investors
Subsidiaries (the “Trigger Event Notice”) setting forth in reasonable detail any such actions, facts,
conditions, circumstances or changes.


 


5.14.2      Commencing
upon the occurrence of the Trigger Event, the Company shall not make, and Iridium acknowledges, confirms and agrees that it shall
not demand, receive or accept from the Company, directly or indirectly, any payment to Iridium or any of its Affiliates of any
nature, whether as distributions, dividends, Hosting Cost Reimbursements or other fees or compensation pursuant to any agreement,
arrangement or otherwise, until all applicable Redemption Price payable to Members holding Redeemable Interest pursuant to Section
3.6.6.1.2 has been paid in full.


 


Article 6


BOARD OF DIRECTORS


 


6.1           Generally.
Except as specifically set forth in this Agreement, the Members hereby delegate all power and authority to manage the business
and affairs of the Company to the Directors, who shall act as the managers of the Company subject to and in accordance with the
terms of this Agreement. Such Directors shall constitute the “Board of Directors” and such term may
be used in this Agreement to refer to such Directors. Such term is used for convenience only and is not intended by the parties
to confer to the Board of Directors any additional power or authority other than that expressly and specifically conferred pursuant
to and in accordance with the terms of this Agreement. The Directors shall in all cases act as a group through actions in meetings
of the Board of Directors and shall have no authority to act individually. The Board of Directors may adopt such rules and procedures
for the management of the Company not inconsistent with this Agreement or the Act. Any power not otherwise delegated pursuant
to this Agreement or by the Board of Directors in accordance with the terms of this Agreement shall remain with the Board of Directors.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.2           Number
of Directors. The Board of Directors of the Company shall consist of eleven (11) Directors who shall be elected by the Members
as follows:


 


6.2.1        From
the date hereof until the closing of the Third NAV CANADA Tranche Financing, each Member agrees that such Member will vote all
of its Interests at each election of Directors in favor of: (A) six (6) persons nominated by Iridium (each, an “Iridium
Director”), for so long as Iridium holds at least 60% of the then Fully Diluted Company Voting Interests (provided
that (i) if Iridium ceases to hold at least 60% of the Fully Diluted Company Voting Interests, but holds at least 40% of the Fully
Diluted Company Voting Interests, then Iridium shall be entitled to designate only four (4) Iridium Directors, (ii) if Iridium
ceases to hold at least 40% of the Fully Diluted Company Voting Interests, but holds at least 13% of the Fully Diluted Company
Voting Interests, then Iridium shall be entitled to designate only two (2) Iridium Directors, and (iii) if Iridium ceases to hold
at least 13% of the Fully Diluted Company Voting Interests, but holds at least 3% of the Fully Diluted Company Voting Interests,
then Iridium shall be entitled to designate only one (1) Iridium Director); (B) three (3) persons nominated by NAV CANADA (each,
a “NAV CANADA Director”), for so long as NAV CANADA US Subsidiary holds at least 15% of the Fully Diluted
Company Voting Interests (provided that if NAV CANADA US Subsidiary ceases to hold at least 15% of the Fully Diluted
Company Voting Interests, but holds at least 3% of the Fully Diluted Company Voting Interests, then NAV CANADA shall be entitled
to designate only one (1) NAV CANADA Director); (C) one (1) person nominated by Enav, for so long as Enav US Subsidiary holds at
least 3% of the Fully Diluted Company Voting Interests (such person or any other person nominated by Enav to be a Director pursuant
to this Section 6.2, an “Enav Director”); (D) one (1) person nominated by IAA and Naviair, collectively,
for so long as IAA and Naviair Subsidiary collectively hold at least 3% of the Fully Diluted Company Voting Interests (such person
or any other person nominated by IAA and Naviair, collectively, to be a Director pursuant to this Section 6.2, an “IAA/Naviair
Director”, and together with the Enav Director, collectively or individually, pursuant to the terms hereof, referred
to herein as the “Additional Investors Directors”).


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.2.2        From
the closing of the Third NAV CANADA Tranche Financing until the closing of the Fifth NAV CANADA Tranche Financing, each Member
agrees that such Member will vote all of its Interests at each election of Directors in favor of: (A) four (4) Iridium Directors,
for so long as Iridium holds at least 40% of the Fully Diluted Company Voting Interests (provided that (i) if Iridium ceases to
hold at least 40% of the Fully Diluted Company Voting Interests, but holds at least 13% of the Fully Diluted Company Voting Interests,
then Iridium shall be entitled to designate only two (2) Iridium Directors, and (iii) if Iridium ceases to hold at least 13% of
the Fully Diluted Company Voting Interests, but holds at least 5% of the Fully Diluted Company Voting Interests, then Iridium shall
be entitled to designate only one (1) Iridium Director); (B) four (4) NAV CANADA Directors, for so long as NAV CANADA US Subsidiary
holds at least 30% of the Fully Diluted Company Voting Interests (provided that (i) if NAV CANADA US Subsidiary ceases to
hold at least 30% of the Fully Diluted Company Voting Interests, but holds at least 15% of the Fully Diluted Company Voting Interests,
then NAV CANADA shall be entitled to designate only three (3) NAV CANADA Director, and (ii) if NAV CANADA US Subsidiary ceases
to hold at least 15% of the Fully Diluted Company Voting Interests, but holds at least 5% of the Fully Diluted Company Voting Interests,
then NAV CANADA shall be entitled to designate only one (1) NAV CANADA Director); (C) one (1) Enav Director, for so long as Enav
US Subsidiary holds at least 5% of the Fully Diluted Company Voting Interests; (D) one (1) IAA/Naviair Director, for so long as
IAA and Naviair Subsidiary collectively hold at least 5% of the Fully Diluted Company Voting Interests; and (E) the Chief
Executive Officer of the Company. For the avoidance of doubt, if the initial closing of the Third NAV CANADA Tranche Financing
is a partial closing, the change in allocation of directors provided for in this Section 6.2.2 shall occur at the initial closing
of the Third NAV CANADA Tranche Financing.


 


6.2.3        From
the closing of the Fifth NAV CANADA Tranche Financing and thereafter, each Member agrees that such Member will vote all of its
Interests at each election of Directors in favor of: (A) two (2) Iridium Directors, for so long as Iridium holds at least
13% of the Fully Diluted Company Voting Interests (provided that (i) if Iridium ceases to hold at least 13% of the Fully Diluted
Company Voting Interests, but holds at least 5% of the Fully Diluted Company Voting Interests, then Iridium shall be entitled to
designate only one (1) Iridium Director); (B) six (6) NAV CANADA Directors, for so long as NAV CANADA US Subsidiary holds
at least 40% of the Fully Diluted Company Voting Interests (provided that (i) if NAV CANADA US Subsidiary ceases to
hold at least 40% of the Fully Diluted Company Voting Interests, but holds at least 30% of the Fully Diluted Company Voting Interests,
then NAV CANADA shall be entitled to designate only four (4) NAV CANADA Directors, (ii) if NAV CANADA US Subsidiary ceases
to hold at least 30% of the Fully Diluted Company Voting Interests, but holds at least 15% of the Fully Diluted Company Voting
Interests, then NAV CANADA shall be entitled to designate only three (3) NAV CANADA Director, and (iii) if NAV CANADA US Subsidiary
ceases to hold at least 15% of the Fully Diluted Company Voting Interests, but holds at least 5% of the Fully Diluted Company Voting
Interests, then NAV CANADA shall be entitled to designate only one (1) NAV CANADA Director); (C) one (1) Enav Director, for so
long as Enav US Subsidiary holds at least 5% of the Fully Diluted Company Voting Interests; (D) one (1) IAA/Naviair Director, for
so long as IAA and Naviair Subsidiary collectively hold at least 5% of the Fully Diluted Company Voting Interests; and (E) the
Chief Executive Officer of the Company.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.2.4        In
the event that any of Iridium, NAV CANADA or any Additional Investor ceases to be entitled to designate any Iridium Director, NAV
CANADA Director or any Additional Investors Director described in the foregoing clauses of this Section 6.2, each Member agrees
that such Member will vote all of its Interests at each election of Directors in favor of one or more individuals nominated by
a Majority-In-Interest of the Members to replace such Iridium Director, NAV CANADA Director or Additional Investor, as applicable.


 


6.2.5        Except
as specifically set forth in this Agreement and subject to Section 6.12.1.7, the number of authorized Directors may be changed
from time to time upon the approval of a majority of the members of the Board of Directors.


 


6.3           Tenure.
The Iridium Directors shall serve until the earlier of their respective (i) replacement by the Members, based upon Iridium’s
nomination, in accordance with Section 6.2, (ii) resignation, or (iii) death. The NAV CANADA Directors shall serve
until the earlier of their respective (i) replacement by the Members, based upon NAV CANADA’s nomination, in accordance
with Section 6.2, (ii) resignation, or (iii) death. The Additional Investors Director(s) shall serve until the
earlier of their respective (i) replacement by the Members, based upon the nomination by the applicable Additional Investor(s),
in accordance with Section 6.2, (ii) resignation, or (iii) death. The Chief Executive Officer of the Company shall
serve until the earlier of his or her respective (i) termination as the Chief Executive Officer of the Company for any reason
or for no reason, (ii) removal or replacement by the Board of Directors of the Company, (iii) resignation, or (iv) death.


 


6.4           Resignation;
Removal. A Director may resign at any time by giving written notice to the other Directors. The resignation of a Director
shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Director nominated by one
or more Members pursuant to the terms of Section 6.2 may only be removed by those Members who appointed such Director in the first
place.


 


6.5           Vacancies.
Upon the resignation, retirement, death or removal of any Director, the Member who had the right to nominate such Director in
the first place pursuant to Section 6.2 will designate a replacement Director.


 


6.6           Meetings.


 


6.6.1        Regular
meetings of the Board of Directors shall be held at such times, mutually convenient places and dates as determined by the Board
of Directors. The officers and other executives of the Company may attend meetings of the Board of Directors with the prior approval
of the Board of Directors.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.6.2        Directors
may participate in a meeting through use of conference telephone or similar communication equipment, so long as all Directors participating
in such meeting can hear one another. Such participation constitutes presence in person at such meeting.


 


6.6.3        Special
meetings of the Board of Directors for any purpose may be called by any two (2) Directors.


 


6.6.4        Each
Director shall receive notice of the date, time and place of all meetings of the Board of Directors at least ten (10) Business
Days (twenty-four (24) hours if given personally by e-mail, or by facsimile; provided that if less than ten (10) Business Days’
notice is given, any matter voted upon at the meeting shall require the vote of at least one (1) NAV CANADA Director (to the extent
there is a NAV CANADA Director), one (1) Iridium Director (to the extent there is an Iridium Director) and each Additional Investor
Director (to the extent there is an Additional Investor Director)) before the meeting. Such notice shall be delivered in writing
(which may be by e-mail, or by facsimile) to each Director. Such notice may be given by the Secretary of the Company or by the
person or persons who called the meeting. Such notice shall specify the purpose of the meeting. Notice of any meeting of the Board
of Directors need not be given to any Director who signs a waiver of notice of such meeting or a consent to holding the meeting,
either before or after the meeting, or who attends the meeting without protesting prior to such meeting or at the commencement
thereof. All such waivers, consents and approvals shall be filed with the records of the Company.


 


6.6.5        Meetings
of the Board of Directors may be held at any place that has been designated in the notice of the meeting.


 


6.6.6        Any
meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the affirmative
vote of at least a majority of the Directors present. If the meeting is adjourned for more than twenty-four (24) hours, notice
of such adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were
not present at the time of the adjournment.


 


6.6.7        Any
action required or permitted to be taken by the Board of Directors may be taken without a meeting of the Board of Directors, if
the Directors required for taking such action consent in writing or by electronic transmission to such action; provided that notice
of such action and written consent has been provided to all Directors. Such written consent or consents or transmission or transmissions
shall be filed with the corporate records of the Company. Such action by written consent shall have the same force and effect
as a vote of the Directors.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.7           Quorum
and Transaction of Business. The number of Directors that constitutes a quorum for the transaction of business at a properly
noticed meeting of the Board of Directors shall be a majority of the number of Directors then in office; provided that
a quorum shall include at least one (1) Director from at least three (3) out of the following four (4) categories: (a) one (1)
Iridium Director (to the extent Iridium is entitled to nominate an Iridium Director), (b) one (1) NAV CANADA Director (to the
extent NAV CANADA is entitled to nominate a NAV CANADA Director), (c) one (1) Enav Director (to the extent Enav is entitled to
nominate an Enav Director), and (d) one (1) IAA/Naviair Director (to the extent IAA and Naviair, collectively, are entitled to
nominate an IAA/Naviair Director); provided, however, that if any meeting of the Board of Directors is adjourned
or cancelled from failure to constitute a quorum due to the absence thereat of any such categories of Directors, then such meeting
shall be rescheduled in accordance with this Agreement to a date not less than five (5) nor more than fifteen (15) days after
the originally scheduled meeting, and in this case, the Members agree that the number of Directors who are present at such second
meeting shall constitute a quorum for all purposes. Except as required by the Act or as otherwise set forth in this Agreement
(including, without limitation, Section 6.12), the affirmative vote of at least a majority of the Directors then in office shall
constitute the act of the Directors.


 


6.8           Directors
Have No Exclusive Duty to Company. The Directors shall not be required to manage the Company as their sole and exclusive function,
and, subject to Section 5.10 of this Agreement, the Directors may have other business interests and may engage in other activities
in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement,
to share or participate in such other investments or activities of the Directors or to the income or proceeds derived therefrom.


 


6.9           Exculpation
of Directors. Neither any Director nor any affiliate of any Director shall be liable to the Members for any act or failure
to act pursuant to this Agreement, except where such act or failure to act constitutes a breach of this Agreement, gross negligence
or willful misconduct and has not been expressly authorized by the Members. The Directors shall be entitled to rely upon the advice
of legal counsel, the Accounting Firm and other experts, including financial advisors, and any act of or failure to act by the
Directors in good faith reliance on such advice shall in no event subject the Directors or any such other person to liability
to the Company or any Member.


 


6.10         Creation
of Committees. The Board of Directors may create committees (including, without limitation, an audit committee) to assist
the Board of Directors and the officers in the governance of areas of importance to the Company; provided that each such
committee shall consist of at least one (1) Iridium Director (to the extent Iridium is entitled to nominate an Iridium Director),
one (1) NAV CANADA Director (to the extent NAV CANADA is entitled to nominate a NAV CANADA Director), and one (1) Additional Investors
Director (to the extent the Additional Investors are entitled to nominate an Additional Investors Director), unless such requirement
is waived by Iridium, NAV CANADA or the Additional Investors, respectively, with respect to any such committee. Subject to the
terms of this Agreement (including, without limitation, Section 6.12), such committees shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such committees. Each member of any such committee shall
be a Director.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.11         Reimbursement
of Expenses; D&O Insurance. The Company shall reimburse the Directors for all reasonable travel and accommodation expenses
incurred in connection with the performance of their duties as Directors of the Company upon presentation of appropriate documentation
therefor. The Company shall maintain after the date hereof a directors’ liability insurance policy that is reasonably acceptable
to NAV CANADA.


 


6.12         Certain
Actions Requiring Prior Approval of Certain Directors.


 


6.12.1      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of the Board
of Directors including the approval or consent of at least one (1) Iridium Director (to the extent there is an Iridium Director),
one (1) NAV CANADA Director (to the extent there is a NAV CANADA Director) and both Additional Investor Directors (to the extent
there are two (2) Additional Investor Directors, and if there is only one (1) Additional Investor Director, the approval or consent
of such Additional Investors Director shall be required):


 


6.12.1.1      The
consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10 or any other Liquidation Event;


 


6.12.1.2      The
sale of all of the Interests or a merger of the Company with another entity, unless immediately following the merger (i) the Members
control a majority of the voting securities of the surviving entity, and (ii) the control of the surviving entity by the Members
is governed by this Agreement or an agreement with substantially the same governance rights for the Member (a “Sale”);


 


6.12.1.3      The
sale, transfer, lease or other disposition of all or substantially all the assets of the Company (an “Asset Transfer”);


 


6.12.1.4      [Reserved];
and


 


6.12.1.5      The
amendment, modification, waiver or repeal of any provision of this Agreement; provided that (i) [***], (ii) [***], (iii)
[***], and (iv) [***]; and 


 


6.12.1.6      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.1.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.12.2      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of at least
sixty-six and two-thirds percent (66 2/3%) of the members of the Board of Directors present at a meeting, including (i) the approval
or consent of at least one (1) Iridium Director (to the extent there is an Iridium Director), (ii) the approval or consent of at
least one (1) NAV CANADA Director (to the extent there is a NAV CANADA Director), and (iii) the approval or consent of at least
one (1) Additional Investors Director (to the extent there is an Additional Investors Director):


 


6.12.2.1      Change
the Primary Business of the Company, enter new lines of business, or exit the current line of business;


 


6.12.2.2      Any
change or changes to the Long-Term Operating Plan or any action that would reasonably be expected to result in a deviation (in
aggregate on a gross basis) from the Long-Term Operating Plan of the Company resulting in a change or deviation of ten percent
(10%) or more of operating expenses or capital expenditures (any such change or deviation shall be referred to as a “Material
Change to LTOP”); provided that (i) [***]; (ii) [***], and (iii) [***]; provided, further, that (i)
[***]; (ii) [***], and (iii) [***]; and


 


6.12.2.3      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.2.


 


6.12.3      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of at least
sixty-six and two-thirds percent (66 2/3%) of the members of the Board of Directors present at a meeting, including (i) until the
Mandatory Iridium Redemption has occurred, the approval or consent of at least one (1) Iridium Director (to the extent there is
an Iridium Director) and (ii) for so long as NAV CANADA US Subsidiary and its Affiliates collectively hold at least 50% of the
Fully Diluted Company Voting Interests that it held as of the Second A&R Effective Date, at least one (1) NAV CANADA Director
(to the extent there is a NAV CANADA Director):


 


6.12.3.1      Any
change to the number of authorized Directors; provided however that, [***]; provided further however that, [***];


 


6.12.3.2      The
issuance of any Interests or any Interest Equivalents by the Company not otherwise set forth in the Long-Term Operating Plan; provided
that (i) [***]; (ii) [***], and (iii) [***]; provided, further, that (i) [***]; (ii) [***], and (iii) [***];


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.12.3.3      The
conversion of the Company into another type of entity, including any Reorganization Plan; and


 


6.12.3.4      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.3.


 


6.12.4      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of (i) until
the Mandatory Iridium Redemption has occurred, at least sixty-six and two-thirds (66 2/3%) of the members of the Board of Directors
present at a meeting, including the approval or consent of at least one (1) Iridium Director (to the extent there is an Iridium
Director) and at least one (1) NAV CANADA Director (to the extent there is a NAV CANADA Director), and (iii) following the completion
of the Mandatory Iridium Redemption, at least a majority of the members of the Board of Directors present at a meeting; provided
however that with respect to any approvals related to actions set forth in Section 6.12.4.6 occurring after the Mandatory Iridium
Redemption, shall require at least a majority of the disinterested members of the Board of Directors:


 


6.12.4.1      Any
change to the Long-Term Operating Plan or any action that would reasonably be expected to result in any deviation from the Long-Term
Operating Plan of the Company that would not constitute a Material Change to LTOP; provided that (i) [***]; (ii) [***],
and (iii) [***]; provided, further, that (i) [***]; (ii) [***], and (iii) [***];


 


6.12.4.2      The
adoption of a new Budget or any material change to the Budget or any action that would reasonably be expected to result in any
material deviation from the Budget that would not result in a Material Change to LTOP; provided, that (i) [***]; (ii) [***],
and (iii) [***]; provided, further, that (i) [***]; (ii) [***], and (iii) [***];


 


6.12.4.3      Capital
expenditures of the Company exceeding those set forth in the Long-Term Operating Plan by more than five percent (5%) but less than
ten percent (10%);


 


6.12.4.4      The
incurring or guaranteeing of any indebtedness by the Company not otherwise set forth in the Long-Term Operating Plan or pledging
or encumbering any material assets of the Company that would not result in a Material Change to LTOP; provided that (i)
[***], and (ii) [***]; provided, further, that (i) [***], and (ii) [***];


 


6.12.4.5      The
hiring or discharging of any executive officers of the Company;


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.12.4.6      The
entering into, amendment or termination of any contract of the Company with any Member, officer, director, employee of the Company
or their respective Affiliates;


 


6.12.4.7      The
amount and timing of distributions other than distribution of Accrued Dividends, if any; provided that, (i) [***], (ii)
[***], (iii) at any time prior to the consummation of the Fifth NAV CANADA Tranche Financing, any payment of Accrued Dividends
shall require the approval of one (1) Iridium Director and one (1) NAV CANADA Director if at the time of such payment the Company
has defaulted on or deferred any obligation to pay Hosting Cost Reimbursements (as such term is defined in the Hosting Cost Reimbursement
Agreement No. IS-12-033 between the Company and Iridium dated as of November 19, 2012 (the “Hosting Cost Reimbursement
Agreement”) under the Hosting Cost Reimbursement Agreement, and (iv) at any time after the consummation of the Fifth
NAV CANADA Tranche Financing, any payment of Accrued Dividends shall require the approval of one (1) Iridium Director unless all
Hosting Cost Reimbursements have been paid; provided further, that notwithstanding anything to the contrary in the foregoing
provisos, the accrual of Accrued Dividends and the payment by the Company of Unpaid Dividends pursuant to Section 4.1.2 or upon
IPO Conversion or Mandatory Redemption in accordance with the terms of this Agreement shall not be affected by the fact that the
Hosting Cost Reimbursements have not been paid in full or any default, deferral or failure of payment of Hosting Cost Reimbursements
exists or has occurred;


 


6.12.4.8      The
adoption of, or amendment, modification, waiver or repeal of any provision of any incentive plan and the granting of, or the delegation
of the power to grant, any rights under such plan; and


 


6.12.4.9      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.4.


 


6.12.5      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of at least
sixty-six and two-thirds (66 2/3%) of the members of the Board of Directors present at a meeting:


 


6.12.5.1      Any
modifications to the composition of, responsibilities of or elimination of the Strategic Advisory Committee; provided that in no
event shall such action be taken prior to the fourth anniversary of the Second A&R Effective Date; and


 


6.12.5.2      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.5.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.12.6      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of at least
a majority of the members of the Board of Directors present at a meeting, including the approval or consent of at least one (1)
Iridium Director (to the extent there is an Iridium Director) and at least one (1) NAV CANADA Director (to the extent there is
a NAV CANADA Director):


 


6.12.6.1      The
entering into, amendment or termination of any customer contract of the Company having more favorable pricing terms than the Company’s
contracts with current customers (or any contract that establishes pricing for new services provided to or by the Company); and


 


6.12.6.2      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.4.


 


6.12.7      Notwithstanding
anything to the contrary set forth herein and without limiting the general authority of the Board of Directors to manage the Company
pursuant to Section 6.1 or the Act, the following actions and decisions, and all other actions and decisions necessary, advisable
or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or consent, of the Board
of Directors present at a meeting, including the approval or consent of at least one (1) Iridium Director (to the extent there
is an Iridium Director), for so long as Iridium holds at least 50% of the Fully Diluted Company Voting Interests, and one (1) NAV
CANADA Director (to the extent there is a NAV CANADA Director), for so long as NAV CANADA holds at least 30% of the Fully Diluted
Company Voting Interests: 


 


6.12.7.1      The
selection of an appraiser to value the Company, any Interests or any Transferred Interest;


 


6.12.7.2      [Reserved];


 


6.12.7.3      The
valuation of assets in a liquidation or Dissolution;


 


6.12.7.4      The
removal and replacement of liquidators;


 


6.12.7.5      Distributions
or payments to a Member in redemption of his/her/its Interests, other than the Mandatory Redemption and the Mandatory Iridium Redemption;
and


 


6.12.7.6      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.6;


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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6.12.8      After
the closing of the Third NAV CANADA Tranche Financing, the following actions and decisions, and all other actions and decisions
necessary, advisable or appropriate in connection therewith, may only be taken or made at the direction, or with the approval or
consent, of the Board of Directors, including the approval or consent of at least one (1) NAV CANADA Director (to the extent there
is a NAV CANADA Director), for so long as NAV CANADA holds at least 30% of the Fully Diluted Company Voting Interests:


 


6.12.8.1      Except
as permitted under the Company’s investment policy (the “Investment Policy”), making any loan or
advance to, or owning any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless
it is wholly owned by the Company;


 


6.12.8.2      Making
any loan or advance to any Person, including, any employee or Director, except advances for business expenses and similar expenditures
in the ordinary course of business;


 


6.12.8.3      Except
as permitted under the Company’s Investment Policy, making any acquisition of securities of a Person or all or a material
amount of the assets of a business or Person for an aggregate consideration in excess of $25,000 or make any investment in securities
or with any other Person in excess of $25,000;


 


6.12.8.4      Enter
into or be a party to any transaction with any Director, officer or employee of the Company or any Affiliate or family member of
any such Person;


 


6.12.8.5      Sell,
transfer, license, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of
business, except for pledges or encumbrances in connection with the incurrence of debt by the Company approved pursuant to Section
6.12.4.4;


 


6.12.8.6      Initiate
or settle any material suit, claim or cause of action;


 


6.12.8.7      Appointment
or change to the Accounting Firm or changes to the accounting policies and procedures of the Company; and


 


6.12.8.8      Entering
into an agreement to do any of the foregoing set forth in this Section 6.12.8.


 


6.12.9      Notwithstanding
any provisions of this Section 6.12 or any other provisions of this Agreement to the contrary, any amendment, or waiver with respect
to, the rights or obligations of the Members under the Agreement that would affect any Member in a manner materially, adversely
and disproportionately different from the effects of such amendment or waiver on the other Members will require the approval of
such Member so materially, adversely and disproportionately affected.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Article 7


OFFICERS


 


7.1           Appointment
of Officers. The Board of Directors may appoint the Chief Executive Officer and President of the Company, which may be the
same person. The Board of Directors may delegate their day-to-day management responsibilities to the Chief Executive Officer and
President, and such officers shall have the authority set forth in any enabling resolutions by the Board of Directors. The Chief
Executive Officer may appoint the other officers of the Company (collectively, with the Chief Executive Officer and President,
the “Company Officers”) that may include, but shall not be limited to: (a) one or more Executive
Vice Presidents or Vice Presidents; (b) Secretary; and (c) Treasurer or Chief Financial Officer. The Chief Executive
Officer may delegate his day-to-day management responsibilities to any such officers, and such officers shall have the authority
so delegated. Each officer shall have the same fiduciary duties that such officer would have if the Company were a Delaware corporation
and such officer were a corresponding officer of that corporation.


 


7.2           Tenure
and Duties of Officers. The Chief Executive Officer and President shall hold office at the pleasure of the Board of Directors
and until their successors shall have been duly elected and qualified, unless sooner removed. The Chief Executive Officer and
President may be removed at any time by the Board of Directors. All officers, other than the Chief Executive Officer and President,
shall hold office at the pleasure of the Chief Executive Officer and until their successors shall have been duly elected and qualified,
unless sooner removed. Any such officer may be removed at any time by the Chief Executive Officer. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of Directors or the Chief Executive Officer, as applicable,
in accordance with Section 7.1.


 


7.2.1        Duties
of Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of the Company. The Chief Executive Officer shall perform other
duties commonly incident to a president of a Delaware corporation and shall also perform such other duties and have such other
powers as the Board of Directors shall designate from time to time. The Chief Executive Officer, if nominated by any Member pursuant
to Section 6.2, may be a Director.


 


7.2.2        Duties
of President. The President shall preside at all meetings of the Members and of the Board of Directors, unless the Chairman
of the Board of Directors or the Chief Executive Officer has been appointed and is present. Unless some other officer has been
elected Chief Executive Officer of the Company, the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers
of the Company. The President shall perform other duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors shall designate from time to time


 




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7.2.3        Duties
of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of
the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to
a vice president of a Delaware corporation and shall also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.


 


7.2.4        Duties
of Secretary. The Secretary shall attend all meetings of the Members and the Board of Directors, and shall record all acts
and proceedings thereof in the minute book of the Company. The Secretary shall give notice in conformity with this Agreement of
all meetings of the Members and the Board of Directors requiring notice. The Secretary shall perform all other duties given him
or her in this Agreement and other duties commonly incident to a secretary of a Delaware corporation and shall also perform such
other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any
Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant
Secretary shall perform other duties commonly incident to the office of assistant secretary in a Delaware corporation and shall
also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President
shall designate from time to time.


 


7.2.5        Duties
of Chief Financial Officer or Treasurer. The Chief Financial Officer or Treasurer shall keep or cause to be kept the books
of account of the Company in a thorough and proper manner, and shall render statements of the financial affairs of the Company
in such form and as often as required by this Agreement, the Board of Directors or the President. The Chief Financial Officer or
Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The
Chief Financial Officer or Treasurer shall perform other duties commonly incident to the office of Chief Financial Officer or Treasurer
in a Delaware corporation and shall also perform such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time. The President may direct any Assistant Treasurer to assume and perform the duties
of the Chief Financial Officer or Treasurer in the absence or disability of the Chief Financial Officer or Treasurer, and each
Assistant Treasurer shall perform other duties commonly incident to the office the Chief Financial Officer or Treasurer of a Delaware
corporation and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive
Officer, or the President shall designate from time to time.


 


7.3           Tenure
of Officers and Committee Members. The officers, committee members shall hold office at the pleasure of the Board of Directors.


 


7.4           Approval
of Board of Directors. No officer of the Company shall cause the Company to take any action without the approval of the Board
of Directors if such action would require the approval of the Board of Directors pursuant to the terms of this Agreement or otherwise
if the Company were a Delaware corporation.


 




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7.5           Strategic
Advisory Committee. Each of Iridium, NAV CANADA, Enav, IAA and Naviair will appoint one lead member to serve on a Strategic
Advisory Committee (the “Strategic Advisory Committee”), which shall advise and support the Chief Executive
Officer and management team of the Company on the creation of the Company’s strategic plan, its Long-Term Operating Plan
and the Budget for approval by the Company’s Board of Directors. The Strategic Advisory Committee shall be advisory in nature
only and shall be subject to the terms of this Agreement. The Strategic Advisory Committee shall meet two (2) times per year, unless
additional meetings are requested by the Company’s Chief Executive Officer. All actions, consents or approvals of the Strategic
Advisory Committee shall require a majority of its members serving at the time such action, consent or approval is taken, which
actions, consents or approvals may be carried out by telephone, facsimile or electronic mail or other means reasonably acceptable
to the Company’s Board of Directors. If, on or after the fourth anniversary of the date hereof, any Members find that the
Strategic Advisory Committee is interfering with the responsibilities of the Company’s Chief Executive Officer or the Board
of Directors in a manner that is not beneficial for the working of the Company, then the Board of Directors may elect to modify
the composition of, responsibilities of or eliminate the Strategic Advisory Committee with the approval or consent, of at least
sixty-six and two-thirds percent (66 2/3%) of the members of the Board of Directors of the Company, as provided in Section 6.12.5.1.


 


Article 8


LIABILITY; INDEMNIFICATION


 


8.1           Limited
Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising
in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members and the
Directors of the Company shall not be obligated personally for any such debt, obligation or liability of the Company solely by
reason of being a Member or Director of the Company.


 


8.2           Indemnification.


 


8.2.1        No
Director or Company Officer of the Company shall be liable, in damages or otherwise, to the Company or any Member for any act or
omission performed or omitted to be performed by it in good faith (except for fraud or willful misconduct) pursuant to the authority
granted to such Director or Company Officer of the Company by this Agreement or by the Act.


 




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8.2.2        To
the fullest extent permitted by the laws of the State of Delaware and any other applicable laws, the Company shall indemnify and
hold harmless the Directors and each Company Officer (each, an “Indemnitee”), from and against any and
all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’
fees and disbursements), judgments, fines, settlements and other amounts (“Damages”) arising from any
and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee
may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the Company,
regardless of whether an Indemnitee continues to be a Director or an Company Officer or an agent of the Company at the time any
such liability or expense is paid or incurred, except for any Damages based upon, arising from or in connection with any act or
omission of an Indemnitee committed without authority granted pursuant to this Agreement or in bad faith or otherwise constituting
fraud or willful misconduct.


 


8.2.3        Expenses
(including reasonable attorneys’ fees and disbursements) incurred in defending any claim, demand, action, suit or proceeding,
whether civil, criminal, administrative or investigative, subject to Section 8.2.2 hereof, may be paid (or caused to be paid)
by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking
by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction
from which no further appeal may be taken or the time for any appeal has lapsed (or otherwise, as the case may be), that the Indemnitee
is not entitled to be indemnified by the Company as authorized hereunder or is not entitled to such expense reimbursement.


 


8.2.4        Any
indemnification hereunder shall be satisfied only out of the assets of the Company, and the Members shall not be subject to personal
liability by reason of these indemnification provisions.


 


8.2.5        The
indemnification provided by this Section 8.2 shall be in addition to any other rights to which each Indemnitee may be entitled
under any agreement or vote of the Members, as a matter of law or otherwise, both as to action in the Indemnitee’s capacity
as a Member or as an officer, director, employee, shareholder, member or partner of a Member or of an Affiliate, and shall inure
to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee.


 


8.2.6        The
Company may purchase and maintain insurance on behalf of one (1) or more Indemnitees and other Persons against any liability which
may be asserted against, or expense which may be incurred by, any such Person in connection with the Company’s activities,
whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.


 


8.2.7        An
Indemnitee shall not be denied indemnification in whole or in part under this Section 8.2 because the Indemnitee had an interest
in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of
this Agreement.


 




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8.2.8        The
provisions of this Section 8.2 are for the benefit of each Indemnitee and its heirs, successors, assigns, administrators and
personal representatives, and shall not be deemed to create any rights for the benefit of any other Persons.


 


Article 9


ACCOUNTING


 


9.1           Fiscal
Year. The Fiscal Year and taxable year of the Company shall be the calendar year, unless the Board of Directors in its discretion
designates a different Fiscal Year.


 


9.2           Books
and Accounts.


 


9.2.1        Complete
and accurate books and accounts shall be kept and maintained for the Company at its principal place of business or at such other
place as designated by the Board of Directors. Such books and accounts shall be kept on the cash or accrual basis, as the Board
of Directors may select in accordance with GAAP and shall include separate accounts for each Member. A list of the names and addresses
of the Members shall be maintained as part of the books and records of the Company. The books, records and accounts of the Company
shall reflect the Company’s operations, income, gain, loss, cost, deduction, liability, assets and equity. The books and
records of the Company shall be audited annually by the Accounting Firm.


 


9.2.2        All
funds received by the Company shall be deposited in the name of the Company in such bank account or accounts as the Board of Directors
may designate from time to time, and withdrawals therefrom shall be made upon the signature of the authorized signatory on behalf
of the Company as the Board of Directors may designate from time to time. All deposits and other funds not needed in the operation
of the Company’s business may, in the discretion of the Board of Directors, be invested as determined to be appropriate by
the Board of Directors.


 


9.3           Tax
Matters Partner. Iridium shall serve as the “tax matters partner” for purposes of Section 6231
of the Internal Revenue Code, provided that the tax matters partner shall be subject to the control of the Board of Directors
and shall not undertake any action, including those expressly authorized under the Code and Treasury Regulations relating to the
authority of a tax matters partner, unless expressly authorized by the Board of Directors. The tax matters partner will notify
the Board of Directors promptly after the receipt of notice of commencement of any audit or other proceeding involving the Company,
and the Board of Directors, NAV CANADA US Subsidiary and Iridium (to the extent that it is no longer tax matters partner) shall
be entitled to participate fully in any such audit or other proceeding involving the Company. The Board of Directors may appoint
a new tax matters partner at any time in its sole discretion. Promptly following the written request of the tax matters partner,
the Company shall, to the fullest extent permitted by law, reimburse and indemnify the tax matters partner for all reasonable
expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the tax matters
partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members.


 




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9.4           Tax
Reports. No less than seventy-five (75) days prior to the extended due date for the filing of the Company’s income tax
return for each taxable year of the Company, the Company will provide to each Member a Form 1065 (Schedule K-1) reflecting
the Member’s share of income, loss, credit and deductions for such taxable year. No more than sixty (60) days after the end
of the Company’s tax year, the Company will provide to each Member K-1 estimates. On a periodic basis, the Company shall
provide any information reasonably required by the Members, as determined by the Board of Directors, in order to comply with estimated
tax requirements.


 


9.5           
Reserves. Reasonable cash reserves may be established from time to time by the Chief Financial Officer or Treasurer, with
the approval of the Board of Directors.


 


9.6           Company
Funds. The Company may not commingle the Company’s funds with the funds of any Member, or the funds of any Relation
or Affiliate of any Member.


 


Article 10


DISSOLUTION; TERMINATION; SALE; CONVERSION


 


10.1         Dissolution.


 


10.1.1      The
Company shall survive in perpetuity and shall not be dissolved except upon the approval of the Board of Directors and any Member
approval required under this Agreement, or upon a judicial decree of dissolution (a “Dissolution”). Dissolution
of the Company shall be effective on the date of such event (unless otherwise specified in such approval), but the Company shall
not terminate until the assets of the Company shall have been distributed as provided herein and a certificate of dissolution of
the Company has been filed with the Secretary of State of the State of Delaware.


 


10.1.2      On
Dissolution of the Company, a Person shall be designated by the Board of Directors to act as liquidator(s). The liquidator(s) shall
proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs
of liquidation shall be borne as a Company expense. Until final distribution, the liquidator(s) shall continue to operate the Company
properties with all of the power and authority of Members and the Board of Directors; provided, however, that such liquidator(s)
may be removed and replaced at any time and for any reason by the Board of Directors. The steps to be accomplished by the liquidator(s)
are as follows:


 


10.1.2.1      The
liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including,
without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof
(including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as
the liquidator may reasonably determine).


 




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10.1.2.2      All
remaining assets of the Company shall be distributed to the Members in the manner and priority set forth in Section 4.1.2
of this Agreement.


 


10.1.3      On
completion of the distribution of Company assets as provided herein, the Company is terminated, and shall conduct only such activities
as are necessary to wind up its affairs. The liquidator shall file a certificate of cancellation with the Secretary of State of
the State of Delaware, cancel any other relevant filings and take such other actions as may be necessary to terminate the Company.


 


10.2         Merger
or Sale of Interests. In the event that the Board of Directors determines that it would be in the best interests of the Members
to complete a Sale, the Board of Directors shall adopt a plan of merger or sale (the “Sale Plan”) to
effectuate such transaction. If the requisite approval of the Members under this Agreement is obtained for such Sale Plan, then
subject to this Section 10.2, each Member shall take whatever reasonable action is required under such Reorganization Plan
to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Sale Plan, in connection with
such transaction each Member shall participate in the proceeds of such transaction in the manner and priority set forth in Section 4.1.2.


 


10.2.1      Notwithstanding
the foregoing, the NAV CANADA US Subsidiary shall have the right in any transaction that otherwise would involve a disposition
of all or a portion of the NAV CANADA US Subsidiary’s Interests to elect that the NAV CANADA US Subsidiary Stockholder sell
all or a corresponding portion, as applicable, of its NAV CANADA US Subsidiary stock to the prospective buyer in lieu of a sale
of the NAV CANADA US Subsidiary’s Interests.


 


10.3         Conversion
to Corporate Form. In the event that the Board of Directors determines that it would be advisable for the Company to convert
or reorganize into the corporate form of organization, the Board of Directors shall, on behalf of the Company, formulate a plan
of conversion or reorganization (the “Reorganization Plan”) to effectuate such conversion. The Reorganization
Plan shall only be approved by the Board of Directors to the extent that it is tax efficient for the Members. If the requisite
Member approval is obtained for such Reorganization Plan, then subject to this Section 10.3, each Member shall take whatever
reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise
provided in a duly approved Reorganization Plan, in such conversion:


 


10.3.1      Subject
to Section 10.3.3, if such Reorganization Plan is other than in connection with an initial public offering of the Company, then:


 




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10.3.1.1      Each
Member shall receive, with respect to such Member’s Preferred Interests, convertible and redeemable preferred stock of the
successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately
prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such
Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference,
no right to receive participating distributions along with the common stock on an as-converted basis; 


 


10.3.1.2      Each
Member shall receive, with respect to such Member’s Non-Voting Preferred Interests, non-voting preferred stock, with substantially
the same rights and restrictions as set for in the applicable Addendum of Designation, of the successor corporation equivalent
to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having
a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid
Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating
distributions along with the common stock on an as-converted basis; 


 


10.3.1.3      Each
Member shall receive, with respect to such Member’s Common Interests, common stock of the successor corporation having the
same fully-diluted percentage of rights to dividends and other distributions and rights to participate in the proceeds of any sale
of shares equivalent to the fully-diluted Interests represented by such Member’s Common Interests immediately prior to the
conversion, provided that, any such right shall be reduced or otherwise subordinated to preferred stock of the successor
corporation; and


 


10.3.1.4      Each
Member shall receive with respect to such Member’s Interests: (A) relative voting rights equivalent to those of such
Interests; (B) the same restrictions on transfer as were applicable to such Interests prior to the conversion; (C) the
same vesting, forfeiture and repurchase restrictions as were applicable to such Interests prior to the conversion; and (D) any
other rights or restrictions as were applicable to such Interests prior to the conversion.


 


10.3.2      Subject
to Section 10.3.3, if such Reorganization Plan is in connection with an initial public offering of the Company or a successor entity
to the Company (the “IPO Entity”), then each Member will receive common stock (or comparable equity securities)
of the IPO Entity equal to the number of shares of common stock such Member holding Non-Voting Preferred Interests, Preferred Interests
or Common Interests would have received pursuant to Section 10.3.1.1 (upon conversion of such preferred stock issued pursuant thereto,
and any Accrued Dividend shall be paid to such Members upon such conversion pursuant to Section 5.4.4) and 10.3.1.2, respectively.
The voting rights, transfer restrictions, information rights and investor rights applicable to the Members after any such conversion
in connection with an initial public offering shall be as set forth in this Agreement, or as otherwise approved by the Board and
the Members in accordance with this Agreement.


 




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10.3.3      Notwithstanding
the foregoing, in the event of a conversion to corporate form, whether or not in connection with an initial public offering, NAV
CANADA US Subsidiary shall have the right to effect a transaction that is treated as the contribution of NAV CANADA US Subsidiary
stock by NAV CANADA US Subsidiary Stockholder to the successor corporation or IPO Entity, with the result that NAV CANADA US Subsidiary
Stockholder shall hold directly interests in the successor corporation or IPO Entity, as applicable, and shall have the same rights,
and be subject to the same restrictions, as NAV CANADA US Subsidiary would under Section 10.3.1 or Section 10.3.2 if NAV CANADA
US Subsidiary stock were not contributed; provided that, to the extent practicable, NAV CANADA’s rights under this Section
10.3.3 shall be implemented in a manner that does not result in materially adverse tax consequences for the other Members.


 


Article 11


TRANSFER RESTRICTIONS


 


11.1         In
General.


 


11.1.1      Each
Member agrees not to make any Transfer of all or any Interests in the Company in contravention to the provisions of this Article
11, except that Transfers to a Permitted Transferee shall be permitted to the extent such Transfer(s) do not create a termination
under Section 708(b)(1)(B) of the Code.


 


11.1.1.1      For
an individual Member, a “Permitted Transferee” is such Member’s Relations or any entity established
by such Member solely for the benefit of such Member and such Member’s Relations.


 


11.1.1.2      For
a Member that is not an individual, a “Permitted Transferee” is another entity that is an Affiliate of
such Member.


 


11.1.2      Any
attempted Transfer by any Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance
with this Article 11 shall be, and is hereby declared, null and void ab initio.


 


11.1.3      A
Person to whom an interest in the Company is transferred in accordance with this Agreement has the right to be admitted to the
Company as a Member only upon execution by the transferee of such instruments as the Board of Directors, may deem necessary or
advisable to effect the admission of such transferee as a Member, including, without limitation, the written acceptance and adoption
by such transferee of the provisions of this Agreement and any other agreement to which the transferring Member is bound with respect
to the transferred interest.


 




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11.2         Right
of First Refusal.


 


11.2.1      Except
for a Transfer to a Permitted Transferee, no Member shall Transfer any of the Interests or any right or interest therein except
by a Transfer which meets the requirements hereinafter set forth in this Section 11.2:


 


11.2.1.1      If
any Member (the “ROFR Seller”) desires to Transfer any of his/her/its Interests, then such Member shall
first give written notice thereof to the Company (the “First ROFR Sale Notice”). The First ROFR Sale
Notice shall name the proposed transferee and state the amount of Interests to be transferred, the proposed consideration, and
all other terms and conditions of the proposed Transfer.


 


11.2.1.2      For
forty-five (45) days following receipt of the First ROFR Sale Notice, the Company shall have the option to purchase all (but not
less than all) of the Interests specified in the notice at the price and upon the terms set forth in such notice; provided,
however, that, with the consent of the ROFR Seller, the Company shall have the option to purchase a lesser portion of the Interests
specified in the First ROFR Sale Notice at the price and upon the terms set forth therein. In the event the Company elects to purchase
all of the Interests or, with consent of the ROFR Seller, a lesser portion of the Interests, it shall give written notice to the
ROFR Seller of its election and settlement for said Interests shall be made as provided below.


 


11.2.1.3      The
Company may not assign its rights hereunder.


 


11.2.1.4      In
the event the Company elects to acquire any of the Interests of the ROFR Seller as specified in the First ROFR Sale Notice, the
Company shall so notify the ROFR Seller and settlement thereof shall be made in cash within forty-five (45) days after the Company
receives the First ROFR Sale Notice; provided that if the terms of payment set forth in the First ROFR Sale Notice were
other than cash against delivery, the Company shall pay for said Interests on the same terms and conditions set forth in the First
ROFR Sale Notice but in any event, settlement thereof shall be made within forty-five (45) days after the Company receives the
First ROFR Sale Notice.


 


11.2.1.5      In
the event that the Company does not elect to acquire all of the Interests specified in the First ROFR Sale Notice, the ROFR Seller
shall promptly give written notice (the “Second ROFR Sale Notice”) to the other Members holding Voting
Interests, which shall set forth the amount of Interests not purchased by the Company and which shall include the terms of notice
set forth in the First ROFR Sale Notice. Each other Member holding Voting Interests shall then have the right, exercisable upon
written notice to the ROFR Seller (the “ROFR Buy Notice”) within thirty (30) days after the receipt of
the Second ROFR Sale Notice, to purchase its pro rata portion of the Interests subject to the Second ROFR Sale Notice and on the
same terms and conditions as set forth therein. The Members holding Voting Interests who so exercise their rights shall effect
the purchase of the Interests, including payment of the purchase price, not more than fifteen (15) days after delivery of the ROFR
Buy Notice. Each other Member holding Voting Interests shall be entitled to assign the rights under this Section 11.2 to any Affiliates
of such Member.


 




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11.2.1.6      In
the event that not all of the other Members holding Voting Interests elect to purchase their pro rata share of the ROFR
Seller’s Interests specified in the Second ROFR Sale Notice, then the ROFR Seller shall give written notice to each of the
Members holding Voting Interests who so exercised their rights to purchase their pro rata portion (the “Participating
Members”) within twenty (20) days following the expiration of the period of time for such Members holding Voting
Interests to send the ROFR Buy Notice (the “Overallotment Notice”), which shall set forth the amount
of Interests not purchased by the Company and the other Members holding Voting Interests, and shall offer such Participating Members
the right to acquire such unsubscribed Interests. Each Participating Member shall have five (5) days after receipt of the Overallotment
Notice to deliver a written notice to the ROFR Seller (the “Participating Members Overallotment Notice”)
indicating the amount of unsubscribed Interests that such Participating Member desires to purchase, and each such Participating
Member shall be entitled to purchase such amount of unsubscribed Interests on the same terms and conditions as set forth in the
Second ROFR Sale Notice. In the event that the Participating Members desire, in the aggregate, to purchase in excess of the total
amount of available unsubscribed Interests, then the amount of unsubscribed Interests that each Participating Member may purchase
shall be reduced on a pro rata basis. The Participating Members shall then effect the purchase of the ROFR Seller’s
Interests, including payment of the purchase price, not more than five (5) days after delivery of the Participating Members Overallotment
Notice.


 


11.2.1.7      In
the event the Company does not elect to acquire all of the Interests specified in the First ROFR Sale Notice, the other Members
holding Voting Interests do not elect to acquire all of the Interests specified in the Second ROFR Sale Notice and the Participating
Members do not elect to acquire all of the Interests specified in the Overallotment Notice, the ROFR Seller may, within the 60-day
period following the expiration of the option rights granted to the Company, the other Members holding Voting Interests and the
Participating Members herein, Transfer the Interests specified in the Overallotment Notice which were not acquired by either the
Company, the other Members holding Voting Interests or the Participating Members as specified in the Overallotment Notice. All
Interests so sold by said ROFR Seller shall continue to be subject to the provisions of this Agreement in the same manner as before
said Transfer.


 


11.2.2      Any
attempted Transfer by any Person of an interest or right, or any part thereof, in or in respect of the Company other than in accordance
with this Section 11.2 shall be, and is hereby declared, null and void ab initio. The obligations under this Section 11.2
shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company
pursuant to Article 10.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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Article 12


OTHER INVESTOR RIGHTS


 


12.1         NAV
CANADA Protective Provisions.


 


12.1.1      Notwithstanding
anything in this Agreement to the contrary, the Company will not take any of the following actions without the prior written approval
of NAV CANADA US Subsidiary, for so long as NAV CANADA US Subsidiary and its Affiliates collectively hold Preferred Interests equal
to at least 5% of the Fully Diluted Company Voting Interests:


 


12.1.1.1      any
consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10 or any other Liquidation Event;


 


12.1.1.2      any
amendment, modification, waiver or repeal of any provision of this Agreement; provided that (i) [***]; and (ii) [***];


 


12.1.1.3      any
creation or authorization of or issuance or authorization of the issuance of any other security of the Company, including any security
convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or pari passu
with the Preferred Interests; provided, however, that this clause shall not apply to issuances of any securities
in connection with the NAV CANADA Financing or the Additional Investors Financing as contemplated by the Long-Term Operating Plan
and having the terms and conditions set forth in this Agreement, the NAV CANADA Subscription Agreement and the Additional Investors
Subscription Agreements, as applicable (“Permitted Issuances”); provided further, that (i) [***];
and (ii) [***];


 


12.1.1.4      the
purchase of or redemption of or making of any distribution (other than in accordance with, and as permitted by, this Agreement)
on account of any equity of the Company in priority to or pari passu with any Accrued Dividends, other than securities or
other interests repurchased from former employees or consultants in connection with the cessation of their employment/services
at fair market value;


 


12.1.1.5      [Reserved];


 


12.1.1.6      any
Asset Transfer;


 


12.1.1.7      any
Sale;


 


12.1.1.8      the
change to the number of authorized Directors; provided however that, with respect to any increase in the number of authorized
Directors, if NAV CANADA US Subsidiary maintains a right to appoint a number of Directors proportionate to its Percentage Interest
(rounded to the nearest whole number of Directors), (i) [***], and (ii) [***];


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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12.1.1.9      incurring
or guaranteeing of any material indebtedness by the Company; provided that [***]; provided further that [***];


 


12.1.1.10    the
adoption of, or amendment, modification, waiver or repeal of any provision of the Plan;


 


12.1.1.11    any
registration of Common Interest or any equity securities of the Company (or any successor entity, including the IPO Entity) into
which the Common Interest are convertible or exchangeable under the Securities Act or any other securities laws in any applicable
jurisdictions pursuant to which the Company or any such successor entity proposes to conduct an initial public offering; and


 


12.1.1.12    entering
into an agreement to do any of the foregoing set forth in Section 12.1.1.


 


12.2         Information
Rights.


 


12.2.1      The
Company shall, and shall cause each of its officers, Directors, employees, Accounting Firm, Affiliates and other representatives
to provide Iridium, NAV CANADA US Subsidiary, Enav US Subsidiary, IAA, Naviair Subsidiary and each holder of more than 10% of the
Fully Diluted Company Voting Interests, and their and its respective officers, directors, employees, accountants, Affiliates and
representatives (the “Information Rights Holders”), reasonable access during normal business hours to
the Company’s officers, Directors, employees, agents, properties, offices, books, contracts, reports, records, personnel
and other facilities, and give them access to, such documents, financial date, records and information of the Company as Iridium,
NAV CANADA US Subsidiary and any such holder of more than 10% of the Fully Diluted Company Voting Interests from time to time may
reasonably request.


 


12.2.2      The
Company will provide Iridium, NAV CANADA US Subsidiary and the Additional Investor Subsidiaries with the following materials for
review:


 


12.2.2.1      Prior
to the filing thereof, the Company’s federal and state income tax returns (and relevant schedules);


 


12.2.2.2      Any
proposed amendment to or revision of the Budget; and


 


12.2.2.3      Any
proposed amendment to or revision of the Long-Term Operating Plan.


 


12.2.3      The
Company will provide each Information Rights Holder with the following materials for review:


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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12.2.3.1      As
soon as practicable after the end of the first, second and third quarterly accounting periods in each Fiscal Year of the Company
and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company and its subsidiaries as of
the end of such quarterly period, and consolidated statements of income and cash flow of the Company and its subsidiaries for the
current Fiscal Year to date, in each case prepared in accordance with GAAP (other than for accompanying notes and subject to changes
resulting from normal year-end audit adjustments) and setting forth in each case in comparative form the figures for the same periods
of the previous Fiscal Year, all in reasonable detail and signed by the principal financial or accounting officer of the Company;


 


12.2.3.2      As
soon as practicable after the end of each Fiscal Year, and in any event within one hundred twenty (120) days thereafter, an audited
consolidated balance sheet of the Company and its subsidiaries as of the end of such Fiscal Year, and consolidated statements of
income and cash flow of the Company and its subsidiaries for such Fiscal Year, prepared in accordance with GAAP and setting forth
in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and audited by the Accounting
Firm;


 


12.2.3.3      As
soon as practicable, copies of the package distributed to the Board of Directors in connection with meetings of the Board of Directors;
and


 


12.2.3.4      As
soon as practicable upon request, such other information as such Information Rights Holder may request from time to time in connection
with such Information Rights Holder’s public reporting requirements.


 


12.3         Drag
Along Right. In the event the Members holding at least 85% of Voting Interests (the “Drag Along Holders”)
determine to sell or otherwise dispose of all or substantially all of the assets of the Company or all or fifty percent (50%)
or more of the Voting Interests, in each case in a transaction constituting a change in control of the Company, to any non-Affiliate(s)
of the Company or any of the Drag Along Holders, or to cause the Company to merge with or into or consolidate with any non-Affiliate(s)
of the Company or any of the Drag Along Holders (in each case, the “Drag Along Buyer”) in a bona
fide negotiated transaction (a “Drag Along Sale”), each of the Members, including any of its
successors as contemplated herein, shall be obligated to and shall upon the written request of the Drag Along Holders: (a) sell,
transfer and deliver, or cause to be sold, transferred and delivered, to the Drag Along Buyer, its Interests on substantially
the same terms applicable to the Drag Along Holders; and (b) execute and deliver such instruments of conveyance and transfer
and take such other action, including voting such Interests, if applicable, in favor of any Drag Along Sale proposed by the Drag
Along Holders and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents,
as the Drag Along Holders or the Drag Along Buyer may reasonably require in order to carry out the terms and provisions of this
Section 12.3, provided that NAV CANADA US Subsidiary shall have the right to elect that NAV CANADA US Subsidiary Stockholder
participate in the Drag-Along Sale by selling its NAV CANADA US Subsidiary stock (and/or the equity of any direct or indirect
corporate parent of NAV CANADA US Subsidiary whose only asset is ownership of NAV CANADA US Subsidiary) to the prospective buyer
in lieu of a transfer of NAV CANADA US Subsidiary’s Interests thereto, and the purchase price payable by the prospective
buyer for such NAV CANADA US Subsidiary stock shall be equal to the price that would have been payable in the Drag Along Sale
with respect to NAV CANADA US Subsidiary’s Interests. The obligations under this Section 12.3 shall terminate upon
the occurrence of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution of the Company pursuant to Article 10.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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12.4         Tag-Along
Rights. If at any time during the term of this Agreement, any transfer of Interests to a person other than a Member (and other
than a Permitted Transferee) is permitted pursuant to Section 11.2 or otherwise (a “Tag-Along Sale”
and the Member proposing such transfer, a “Tag-Along Seller”), then at least twenty (20) days prior
to the date proposed for such Tag-Along Sale, the Tag-Along Seller shall provide to each other Member holding Voting Interests
and to NAV CANADA US Subsidiary Stockholder a notice (the “Tag-Along Notice”) stating the terms and
conditions of such proposed Tag-Along Sale (including the amount of Interests to be transferred, the kind and amount of consideration
to be paid for such Interests and the name of the proposed purchaser) and offer the other Members holding Voting Interests the
opportunity to participate in such Tag-Along Sale in accordance with this Section 12.4 on the same economic terms and conditions
as the Tag-Along Seller; provided that any indemnities to be provided by the Members shall be on a several, and not joint,
basis; provided further that this Section 12.4 shall not apply to any transfer pursuant to any agreement or plan of
merger or combination that is approved by the Board of Directors; provided further that NAV CANADA US Subsidiary shall
have the right to elect that NAV CANADA US Subsidiary Stockholder participate in the Tag-Along Sale by selling its NAV CANADA
US Subsidiary stock (and/or the equity of any direct or indirect corporate parent of NAV CANADA US Subsidiary whose only asset
is ownership of NAV CANADA US Subsidiary) to the prospective buyer in lieu of a transfer of NAV CANADA US Subsidiary’s Interests
thereto, and the purchase price payable by the prospective buyer for such NAV CANADA US Subsidiary stock shall be equal to the
price that would have been payable in the Tag-Along Sale with respect to NAV CANADA US Subsidiary’s Interests.


 


12.4.1      Within
ten (10) Business Days of its receipt of the Tag-Along Notice, each Member holding Voting Interests that has elected (each such
electing Member, a “Tagging Member”) to participate in the Tag-Along Sale shall notify the Tag-Along
Seller and the Company of its election. Each Tagging Member shall have the right to transfer to the proposed purchaser up to its
pro rata share of the Interests being sold in the Tag Along Sale.


 


12.4.2      Any
notification by a Tagging Member pursuant to Section 12.4 shall be a final and binding commitment of such Tagging Member to
participate in such Tag-Along Sale; provided, however, that in the event there is a material change in the terms
and conditions of the Tag-Along Sale, the Tag-Along Seller shall give written notice of such change to each Tagging Member, and
each Tagging Member shall thereafter have the right to revoke its election to participate in the Tag-Along Sale by providing written
notice to the Tag-Along Seller within two (2) Business Days of receiving the notice of such change.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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12.4.3      Notwithstanding
anything contained in this Section 12.4, there shall be no liability on the part of the Tag-Along Seller to the Tagging Members
if the transfer of the Interests of the Tag-Along Seller pursuant to this Section 12.4 is not consummated for any reason.
The obligations under this Section 12.4 shall terminate upon the occurrence of a Qualified IPO or the consolidation, liquidation,
winding up or Dissolution of the Company pursuant to Article 10.


 


12.5         Preemptive
Right. In the event the Company proposes to undertake an issuance of any Interests not currently reflected on Schedule A
(including any issuance of Interests in connection with (i) any [***], (ii) [***], and (iii) [***], the Company shall
give written notice of its intention to the Members holding Voting Interests (the “Preemptive Holders”),
describing the terms on which the proposed Interests will be issued.


 


12.5.1      Each
such Preemptive Holder shall have twenty (20) days from the date of such notice to agree to purchase up to its pro rata share (determined
based upon the Interests held by such Preemptive Holder) of such proposed issuance on the terms specified in the notice by giving
notice to the Company and stating therein the quantity of such proposed issuance to be purchased by the Preemptive Holder (the
“Preemptive Purchase Notice”).


 


12.5.2      Each
Preemptive Holder may also indicate in its Preemptive Purchase Notice, if it so elects, its desire to participate in the purchase
of the Interests in excess of its pro rata share if any other Preemptive Holder or Preemptive Holders declines to purchase its
pro rata share or purchases less than its full pro rata share. Each Preemptive Holder who so indicates shall be deemed to have
agreed to purchase the Interests not purchased by other Preemptive Holders in proportion to their pro rata share.


 


12.5.3      In
the event the Preemptive Holders do not exercise the right of first refusal with respect to the entire proposed offering, the Company
shall have ninety (90) days thereafter to sell or enter into agreement (pursuant to which the sale of the Interests covered thereby
shall be closed, if at all, within thirty (30) days from the date of said agreement) to sell the Interests respecting the portion
not purchased by the Preemptive Holders under the right of first refusal on the terms no more favorable to the purchasers of such
Interests than specified in the notice. In the event the Company has not sold the Interests or entered into an agreement to sell
the Interests within said ninety (90) day period (or sold and issued Interests in accordance with the foregoing within thirty (30)
days from the date of said agreement), the Company shall not thereafter issue any Interests (other than those set forth on Schedule A
or Permitted Issuances), without first offering such securities in the manner provided above.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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12.5.4      This
preemptive right shall terminate upon the closing of a Qualified IPO or the consolidation, liquidation, winding up or Dissolution
of the Company pursuant to Article 10.


 


12.5.5      No
Preemptive Holder shall be permitted to exercise any rights granted pursuant to this Section 12.5 unless, at the time such
additional Interests are offered and sold by the Company, such Preemptive Holder is an accredited investor (as such term is defined
in the Securities Act of 1933 or the rules and regulations promulgated thereunder).


 


12.6         Registration
Rights. Those holders of Interests described in Exhibit 1 attached hereto shall have the registration rights set forth
in such Exhibit 1. Those holders of Non-Voting Preferred Interests shall have the registration rights, if any, set forth
in the applicable Addendum of Designation.


 


12.7         Business
Activity Qualifications. Except for any jurisdiction in which the Company or any of its subsidiaries currently conduct business,
the Company shall use commercially reasonable efforts to limit its activities in any jurisdictions where, if the Company or any
of its subsidiaries were required by the laws of such jurisdiction to qualify to do business in such jurisdiction, such qualification
would have adverse tax implications for NAV CANADA US Subsidiary, NAV CANADA, the Additional Investors, the Additional Investor
Subsidiaries or Iridium. Notwithstanding the foregoing, if the Company’s business activities require the Company to qualify
in any such jurisdiction in order to comply with applicable law, then the Company shall not be prohibited from qualifying to do
business is such jurisdiction.


 


Article 13


MISCELLANEOUS


 


13.1         Offset.
Whenever the Company is obligated to make a distribution or payment to any Member, any amounts that Member owes the Company may
be deducted from said distribution or before payment by the Company.


 


13.2         Notices.
Any and all notices, consents, offers, elections and other communications required or permitted under this Agreement shall be
deemed adequately given only if in writing and the same shall be delivered either:


 


13.2.1      by
hand, e-mail or facsimile; or


 


13.2.2      by
mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postage prepaid and
registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express
or similar carrier).


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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13.2.3      All
notices, demands, and requests to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon
the date of receipt or refusal. All such notices, demands and requests shall be addressed: (i) if to the Company, at its principal
executive offices; or (ii) if to a Member, at the address set forth on the Member Register attached hereto or to such other
address as such Member may have designated for himself, herself or itself by written notice to the Company in the manner herein
prescribed.


 


13.3         Word
Meanings; Construction. The singular shall include the plural and the masculine gender shall include the feminine and neuter,
and vice versa, unless the context otherwise requires. Unless otherwise indicated, all references to articles and Sections refer
to articles and Sections of this Agreement, and all references to Schedules are to schedules attached hereto, each of
which is made a part hereof for all purposes.


 


13.4         Binding
Provisions. The covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the heirs, legal
representatives, successors and assigns of the respective parties hereto.


 


13.5         Applicable
Law. This agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, excluding
any conflict-of-laws rule or principle that might refer the governance or the construction of this agreement to the law of another
jurisdiction. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Act, the
provision of this Agreement shall control and take precedence


 


13.6         Jury
Trial Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF
THE OTHER TRANSACTION DOCUMENTS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.6.


 


13.7         Venue.
Subject to Section 13.8, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of (A) the United
States Courts located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and
(B) the courts located in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction
or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any court other than such courts; (iv) agrees that service
of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to a party at its address set forth in Section 13.2 or at such other address of which a
party shall have been notified pursuant thereto; and (v) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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13.8         Dispute
Resolution. 


 


13.8.1      The
parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation
between executives who have authority to settle the controversy and who are at a higher level of management than the persons with
direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not
resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the
other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s
position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that
party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of
both parties shall meet at a mutually acceptable time and place.


 


13.8.2      Unless
otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting
of executives described above (“First Meeting”). Such closure shall not preclude continuing or later
negotiations, if desired.


 


13.8.3      All
offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties,
their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment,
in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall
not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.


 


13.8.4      At
no time prior to the First Meeting shall either side initiate any litigation related to this Agreement except to pursue a provisional
remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other
party refuses to comply with the requirements of Section 13.8.1 above.


 


13.8.5      All
applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in
Sections 13.8.1 and 13.8.2 above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required
to effectuate such tolling.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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13.8.6      If
the parties do not reach a resolution to the dispute within a period of thirty (30) days from the date of the First Meeting, then
either party may pursue its remedies in accordance with applicable law.


 


13.9         Severability
of Provisions. Each Section of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision
hereof. In the event that any provision of this Agreement shall finally be determined to be invalid, illegal or unenforceable
in any respect under any applicable law, then:


 


13.9.1      all
such provisions shall be deemed severed from this Agreement;


 


13.9.2      every
other provision of this Agreement shall remain in full force and effect; and


 


13.9.3      in
substitution for any such provision held invalid, illegal or unenforceable, there shall be substituted a provision of similar import
reflecting the original intent of the parties hereto to the extent permissible under applicable law.


 


13.10         Section Titles.
Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth
in the text.


 


13.11         Further
Assurance. The Members shall execute and deliver such further instruments and do such further acts and things as may be required
to carry out the intent and purposes of this Agreement.


 


13.12         Directly
or Indirectly. Where any provision in this Agreement refers to action to be taken by any person, or which such person is prohibited
from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such person.


 


13.13         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.


 


13.14         Effect
of Waiver and Consent. A waiver or consent, express or implied, to or of any breach or default by any person in the performance
by that person of its obligations hereunder or with respect to the Company is not a consent or waiver to or of any other breach
or default in the performance by that person of the same or any other obligations of that person hereunder or with respect to
the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default hereunder
or with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of
its rights with respect to that default until the applicable statute-of-limitations period has run.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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13.15         Waiver
of Certain Rights. Each Member irrevocably waives any right it may have to demand any distributions (other than the Accrued
Dividends, if any) or withdrawal of property from the Company or to maintain any action for dissolution (except pursuant to Section 18-802
of the Act) of the Company or for partition of the property of the Company.


 


13.16         Notice
of Provisions. By executing this Agreement, each Member acknowledges that it has actual notice of (i) all of the provisions
hereof (including, without limitation, the restrictions on Transfer set forth in Article 11), and (ii) all of the
provisions of the Certificate.


 


13.17         Entire
Agreement. This Agreement together with the other agreements and instruments entered into in connection herewith constitutes
the entire agreement among the parties hereto with respect to the transactions contemplated herein, and supersedes all other prior
understandings or agreements among the Members with respect to such transactions.


 


13.18         Amendments.
Subject to Sections 3.6.9, 6.12.1.16 and 12.1.1.2, the Certificate and this Agreement may only be amended in writing executed
and delivered by (i) the Company with the approval of the Board of Directors in accordance with the terms hereof and (ii) a Majority-In-Interest
of the Members holding Voting Interests; provided however that the holders of Non-Voting Preferred Interests shall also be included
in the determination of the Majority-In-Interest of the Members the foregoing clause (ii) to the extent that any proposed amendment
would materially, adversely and disproportionately affect the rights and privileges of the holders of Non-Voting Preferred Interests,
which are subject to Section 6.12.9.


 


13.19         Remedies.
The Members acknowledge and agree that, in addition to all other remedies available (at law or otherwise) to the Company, the
Company shall be entitled to equitable relief (including injunction and specific performance) as a remedy for any breach or threatened
breach of any provision of this Agreement. The Members further acknowledge and agree that the Company shall not be required to
obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to
in this Section, and the Members waive any right any of them may have to require that the Company obtain, furnish or post any
such bond or similar instrument.


 


*      *      *      *


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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IN WITNESS WHEREOF,
the Company, NAV CANADA, Enav, Naviair, and the undersigned Members have executed and delivered this Agreement as of the day and
year first above written, and agree to and acknowledge all of its terms and those of the attached Schedules and Exhibits.


 


	Aireon LLC	 	 
	 	 	 
	By:	/s/ Donald L. Thoma	 	 
	Name:  Donald L. Thoma	 	 
	Title:  CEO	 	 
	 	 	 
	NAV CANADA	 	Enav S.p.A.
	 	 	 
	By:	/s/ John Crichton	 	By:	/s/ Massimo Garbini
	Name:  John Crichton	 	Name:  Massimo Garbini
	Title:  President and CEO	 	Title:  Sole Administrator
	 	 	 
	By:	/s/ Neil Wilson	 	Naviair
	Name:  Neil Wilson	 	 	 
	Title:  EVP, Administration & General Counsel	 	By:	/s/ Morten Dambæk
	 	 	Name: Morten Dambæk
	 	 	Title:  CEO


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


MEMBERS:


 


	NAV CANADA Satellite, Inc.	 	Iridium Satellite LLC
	 	 	 
	By:	/s/ John Crichton	 	By:	/s/ Matthew J. Desch
	Name:  John Crichton	 	Name:  Matthew J. Desch
	Title:  President	 	Title:  CEO
	 	 	 
	By:	/s/ Neil Wilson	 	 
	Name:  Neil Wilson	 	 
	Title:  Vice President and Secretary	 	 
	 	 	 
	Naviair Surveillance A/S	 	ENAV North Atlantic LLC
	 	 	 
	By:	/s/ Hanne Lund	 	By:	/s/ Jeffre J. Van Winkle
	Name:  Hanne Lund	 	Name:  Jeffre J. Van Winkle
	Title:  CFO	 	Title:
	 	 	 
	By:	/s/ Morten Dambæk	 	 
	Name:  Morten Dambæk	 	 
	Title:  CEO	 	 
	 	 	 
	Irish Aviation Authority Limited	 	 
	 	 	 
	By:	/s/ Eamonn Brennan	 	 
	Name:  Eamonn Brennan	 	 
	Title:  Chief Executive	 	 


  




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


SCHEDULE A


 


Aireon
LLC

Member Register

Interests


 


	Member	 	Capital
 Contribution	 	 	Preferred
 Interests	 	 	Common
 Interests	 	 	Total

Interests	 
	NAV CANADA Satellite, Inc.
 77 Metcalfe Street
 Ottawa, Ontario  
 Canada K1P 5L6	 	$	55,000,000	 	 	 	17.29	%	 	 	 	 	 	 	17.29	%
	ENAV North Atlantic LLC
 Via Salaria, 716 - 00138
 Rome
 Italy	 	$	25,510,204	 	 	 	3.84	%	 	 	 	 	 	 	3.84	%
	IAA
 The Times Building
 11-12 D’Olier Street
 Dublin 2
 Ireland	 	$	12,244,898	 	 	 	1.84	%	 	 	 	 	 	 	1.84	%
	Naviair Surveillance A/S
 Naviair Allé 1
 DK 2770 Kastrup 
 Denmark	 	$	12,244,898	 	 	 	1.84	%	 	 	 	 	 	 	1.84	%
	Iridium Satellite LLC
 1750 Tysons Blvd.
 Suite 1400
 McLean, VA 22102	 	$	12,500,000	 	 	 	-	 	 	 	75.19	%	 	 	75.19	%
	TOTAL	 	$	117,500,000	 	 	 	 	 	 	 	 	 	 	 	100	%



 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


SCHEDULE B


 


Additional
Investor Allocations


 


	 	 	Second Additional

Investor Tranche	 	 	Third Additional

Investor Tranche	 	 	Fourth Additional

Investor Tranche	 
	 	 	($)	 	 	(%)	 	 	($)	 	 	(%)	 	 	($)	 	 	(%)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Enav US Subsidiary	 	 	12,755,102	 	 	 	1.57	 	 	 	16,836,734	 	 	 	3.22	 	 	 	6,122,448	 	 	 	1.44	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IAA	 	 	6,122,449	 	 	 	0.75	 	 	 	8,081,633	 	 	 	1.55	 	 	 	2,938,776	 	 	 	0.69	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Naviair Subsidiary	 	 	6,122,449	 	 	 	0.75	 	 	 	8,081,633	 	 	 	1.55	 	 	 	2,938,776	 	 	 	0.69	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	25,000,000	 	 	 	3.07	 	 	 	33,000,000	 	 	 	6.32	 	 	 	12,000,000	 	 	 	2.82	 



 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


SCHEDULE B-1


 


For ease of reference, the following tables set forth the applicable
post-redemption target percentages for each tranche as defined in the Agreement (in the event of any conflict between the Agreement
and these tables, the definitions in the Agreement shall control):


 


	 	 	First
 Additional
 Investor
 Tranche Post-
 Redemption
 Target
 Percentage	 	 	Second
 Additional
 Investor
 Tranche Post-
 Redemption
 Target
 Percentage	 	 	Third
 Additional
 Investor
 Tranche Post-
 Redemption
 Target
 Percentage	 	 	Fourth
 Additional
 Investor
 Tranche Post-
 Redemption
 Target
 Percentage	 	 	Total	 
	Enav US Subsidiary	 	 	5.21	%	 	 	2.60	%	 	 	3.44	%	 	 	1.25	%	 	 	12.5	%
	IAA	 	 	2.5	%	 	 	1.25	%	 	 	1.65	%	 	 	0.6	%	 	 	6.0	%
	Naviair Subsidiary	 	 	2.5	%	 	 	1.25	%	 	 	1.65	%	 	 	0.6	%	 	 	6.0	%



 


	 	 	First NAV
 CANADA
 Tranche
 Post-
 Redemption
 Target 
 Percentage	 	 	Second
 Additional
 Investor
 Tranche Post-
 Redemption
 Target 
 Percentage	 	 	Third
 Additional
 Investor
 Tranche Post-
 Redemption
 Target
 Percentage	 	 	Fourth
 Additional
 Investor
 Tranche Post-
 Redemption
 Target
 Percentage	 	 	Fifth NAV
 CANADA
 Tranche
 Post-
 Redemption
 Target 
 Percentage	 	 	Total	 
	NAV CANADA US Subsidiary	 	 	5. 1	%	 	 	13.6	%	 	 	22.1	%	 	 	5.1	%	 	 	5.1	%	 	 	51.0	%



  




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


EXHIBIT 1


 


REGISTRATION RIGHTS


 


1.1           Additional
Definitions.  Except as otherwise defined herein, as used in this Exhibit B, the following terms have the
following meanings:


 


(a)          “Common
Stock” means the common stock of the Company after its conversion to a corporation. 


 


(b)          “Company”
means, for purposes of this Exhibit 1, the Company and any successor entity into which the Company converts for purposes
of complying with this Exhibit 1. 


 


(c)          “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar
registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.


 


(d)          
“Holder” means any person owning of record Registrable Securities that have not
been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 1.9 hereof.


 


(e)          “Initial
Offering” means the Company’s first firm commitment underwritten public offering of its Common
Stock registered under the Securities Act.


 


(f)          “Preferred
Stock” means the preferred stock of the Company after its conversion to a corporation. 


 


(g)          “Register,”
“registered,” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering
of effectiveness of such registration statement or document.


 


(h)          
“Registrable Securities” means (a) Common Stock of the Company issuable or
issued upon conversion of the Company’s Preferred Interest or Preferred Stock, (b) Common Stock of the Company issuable
or issued upon conversion of the Company’s Common Interest, and (c) any Common Stock of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable
Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement
or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under this Exhibit 1 are not
assigned.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(i)          “Registration
Expenses” means all expenses incurred by the Company in complying with Sections 1.2, 1.3 and 1.4 hereof, including,
without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and accountants for
the Company, transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering, all fees and expenses payable in connection with the listing of the securities on any
securities exchange or automated interdealer quotation system or the rating of such securities, reasonable fees and disbursements
of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by
the Company).


 


(j)          “SEC”
or “Commission” means the Securities and Exchange Commission.


 


(k)          “Securities
Act” means the Securities Act of 1933, as amended.


 


(l)          “Selling
Expenses” means all underwriting discounts and selling commissions applicable to the sale.


 


(m)          “Special
Registration Statement” means (i) a registration statement relating to any employee benefit plan or (ii) with
respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related
to the issuance or resale of securities issued in such a transaction.


 


1.2           Demand
Registration. 


 


(a)          Subject
to the conditions of this Section 1.2, at any time and from time to time following the date that is one hundred eighty (180)
days after the consummation of the Initial Offering, if the Company shall receive a written request from the Holders of at least
thirty percent (30%) of the Registrable Securities (the “Initiating Holders”) that the Company file a
registration statement under the Securities Act such that the anticipated aggregate offering price, net of underwriting discounts
and commissions, would constitute a Qualified IPO (each, a “Demand Registration”), then the Company
shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations
of this Section 1.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable
Securities that all Holders request to be registered.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(b)          If
the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they
shall so advise the Company as a part of their request made pursuant to this Section 1.2 or any request pursuant to Section 1.4
and the Company shall include such information in the written notice referred to in Section 1.2(a) or Section 1.4(a),
as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting
shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting
by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall
be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2 or Section 1.4, if
the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten
(including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise
be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders
of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders
(including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included
in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded
from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn
from the registration.


 


(c)          The
Company shall not be required to effect a registration pursuant to this Section 1.2:


 


(i)          prior
to the expiration of the restrictions on transfer set forth in Section 1.11 following the Initial Offering;


 


(ii)         after
the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared
or ordered effective;


 


(iii)        during
the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date
of the registration statement pertaining to a public offering, other than pursuant to a Special Registration Statement; provided
that the Company makes reasonable good faith efforts to cause such registration statement to become effective;


 


(iv)        if
within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 1.2(a), the Company gives
notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant
to a Special Registration Statement within ninety (90) days;


 


(v)         if
the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed
by the Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it
would be materially detrimental to the Company and its stockholders for such registration statement to be effected at such time,
in which event the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt
of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company
not more than twice in any twelve (12) month period;


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(vi)        if
the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3
pursuant to a request made pursuant to Section 1.4 below; or


 


(vii)       in
any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.


 


1.3           Piggyback
Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days
prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the
Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but
excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement
all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement
all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from
the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities
by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed
by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent
registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all
upon the terms and conditions set forth herein.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(a)          Underwriting.
If the registration statement of which the Company gives notice under this Section 1.3 is for an underwritten offering,
the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable
Securities in a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other
provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number
of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company;
second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and
third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that
no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent
(30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration
does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders
may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be
included in such registration that would reduce the number of shares which may be included by Holders without the written consent
of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves
of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter,
delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership,
limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder,
or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit
of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect
to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such “Holder,” as defined in this sentence.


 


(b)          Right
to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section 1.3 whether or not any Holder has elected to include securities in such registration, and shall promptly notify
any Holder that has elected to include shares in such registration of such termination or withdrawal. The Registration Expenses
of such withdrawn registration shall be borne by the Company in accordance with Section 1.5 hereof.


 


1.4           Form
S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request
or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form
registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities
owned by such Holder or Holders, the Company will:


 


(a)          promptly
give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable
Securities; and


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(b)          as
soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities
as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice
from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification
or compliance pursuant to this Section 1.4:


 


(i)          if
Form S-3 is not available for such offering by the Holders, or


 


(ii)         if
the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million
dollars ($1,000,000), or


 


(iii)        if
within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 1.4, the Company
gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days,
other than pursuant to a Special Registration Statement;


 


(iv)        if
the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and
its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right
to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of
the request of the Holder or Holders under this Section 1.4; provided, that such right to delay a request shall be
exercised by the Company not more than twice in any twelve (12) month period,


 


(v)         if
the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations
on Form S-3 for the Holders pursuant to this Section 1.4, or


 


(vi)        in
any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.


 


(c)          Subject
to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant
to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2.
All Registration Expenses incurred in connection with registrations requested pursuant to this Section 1.4 after the first
two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold
by each such Holder in any such registration.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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1.5           Expenses
of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 1.2, 1.3 or 1.4 herein shall be borne by the Company. All Selling Expenses
incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata
on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration
proceeding begun pursuant to Section 1.2 or 1.4, the request of which has been subsequently withdrawn by the Initiating Holders
unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders
were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to deem such registration
to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant
to Section 1.2(c) or 1.4(b)(5), as applicable, to undertake any subsequent registration, in which event such right shall be
forfeited by all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders
of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration
was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above,
then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated
pursuant to Section 1.2(c) or 1.4(b)(5), as applicable, to undertake any subsequent registration.


 


1.6           Obligations
of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:


 


(a)          prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause
such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for up to thirty (30) days or, if earlier, until the Holder or
Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice
to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”),
the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration
statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration
statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic
information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration
statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend
the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is
to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend
the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable
Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. In
no event shall any Suspension Period, when taken together with all prior Suspension Periods, exceed 120 days in the aggregate.
If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell
any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect
after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required
to file, cause to become effective or maintain the effectiveness of any registration statement other than a registration statement
on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(b)          Prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement for the period set forth in subsection (a) above.


 


(c)          Furnish
to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


(d)          Use
its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall
not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service
of process in any such states or jurisdictions.


 


(e)          In
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(f)          Notify
each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then
existing. The Company will amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.


 


(g)          Use
its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if
such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering addressed to the underwriters.


 


1.7           Delay
of Registration; Furnishing Information. 


 


(a)          No
Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or implementation of this Section 1.7.


 


(b)          It
shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 1.2, 1.3 or 1.4 that
the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them
and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable
Securities.


 


(c)          The
Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.4 if
the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration
does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s
obligation to initiate such registration as specified in Section 1.2 and Section 1.4, whichever is applicable.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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1.8           Indemnification.
In the event any Registrable Securities are included in a registration statement under Sections 1.2, 1.3 or 1.4:


 


(a)          To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, employees,
stockholders and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act
or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations (collectively a “Violation”)
by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement
or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company
will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided
however, that the indemnity agreement contained in this Section 1.8(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer,
director, underwriter or controlling person of such Holder.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(b)          To
the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as
to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its
directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter
and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members,
directors, stockholders, employees or officers or any person who controls such Holder, against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or
partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise
out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each
case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information
furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with
such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such
other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 1.8(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event
shall any indemnity under this Section 1.8 exceed the net proceeds from the offering received by such Holder.


 


(c)          Promptly
after receipt by an indemnified party under this Section 1.8 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party,
if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding.
The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action
shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent, and
only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(d)          If
the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu
of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection
with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court
of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided,
that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.


 


(e)          The
obligations of the Company and Holders under this Section 1.8 shall survive completion of any offering of Registrable Securities
in a registration statement and, with respect to liability arising from an offering to which this Section 1.8 would apply
that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying party, in the defense
of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation.


 


1.9           Assignment
of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1
may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable
Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member,
or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family
member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares
of Registrable Securities (as adjusted for stock splits and combinations); or (d) is an entity affiliated by common control
(or other related entity) with such Holder provided, however, (i) the transferor shall, within ten (10) days after
such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all
restrictions set forth in this Agreement.


 


1.10         Limitation
on Subsequent Registration Rights.  Except as otherwise provided in this Agreement, after the date of this Agreement, the Company
shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such
holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration
statement that would reduce the number of shares includable by the Holders.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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1.11         “Market
Stand-Off” Agreement. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale,
any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) (i) during
the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 34 days after the
expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD
Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, that, with respect to (i) and
(ii) above, all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting
securities are bound by and have entered into similar agreements. The obligations described in this Section 1.11 shall not
apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated
in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.


 


1.12         Agreement
to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the
Company or the underwriter that are consistent with the Holder’s obligations under Section 1.11 or that are necessary
to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock
(or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may
be required by the Company or such representative in connection with the completion of any public offering of the Company’s
securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 1.11
and this Section 1.12 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions
with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day
period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 1.11 and
1.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 1.11 and 1.12 and shall
have the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 


1.13         Rule
144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which
may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts
to:


 


(a)          Make
and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company
for an offering of its securities to the general public;


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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(b)          File
with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and


 


(c)          So
long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time
after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company
filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing
itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.


 


1.14         Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Section 1.2, Section 1.3, or Section 1.4 hereof shall terminate upon the earlier of: (i) in the
event NAV CANADA US Subsidiary delivers, or is deemed to have delivered pursuant to the terms herein, written notice to the Company
indicating that it elects not to fund any NAV CANADA Financing prior to the closing of the Third NAV CANADA Tranche Financing,
the date three (3) years following an initial public offering that results in the conversion of all outstanding shares of
Preferred stock; or (ii) such time as such Holder, as reflected on the Company’s list of stockholders, holds less than
1% of the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an as converted basis), the Company
has completed its Initial Offering and all Registrable Securities of the Company issuable or issued upon conversion of the Shares
held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period. Upon
such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 
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EXHIBIT 2


 


LONG-TERM OPERATING PLAN


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
 




    	 



    

 


EXHIBIT 3


 


BUDGET


 




    	*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.