whether such obligations are past due, currently due or due in the future (the “Purchaseand Sale Obligations”). In addition, the Parties agree that the obligations of Stellarwith respect to the profit sharing arrangement relating to the ST 2500 units that GEAI hasexchanged for DS 300 units prior to the date hereof, are hereby terminated, whether suchobligations are past due, currently due or due in the future (the “Profit SharingObligations”).(b) Effective upon receipt by Stellar of the Settlement Amount, the Parties hereby foreverrelease, acquit, and discharge, and covenant not to sue, each other and each of theirrespective successors, parents, subsidiaries, trustees of each, and affiliates and each oftheir respective past, present and future officers, directors, stockholders, partners,agents, representatives and attorneys from any and all claims and possible claims, demands,sums of money actions, rights, obligations and liabilities of whatever kind, nature ordescription, direct or indirect, whether or not accrued or asserted, in law or in equity,in contract or in tort or otherwise, made or could have been made, in any of the foregoingcases arising out of the Purchase and Sale Obligations and/or the Profit SharingObligations.(c) Nothing in this Agreement shall terminate, release or affect (i) the warranty andrelated obligations of Stellar with respect to Satellite Communicators previously deliveredand paid for by GEAI or its affiliates whether under the 2006 Agreement or otherwise(“Delivered Communicators”), and the obligations of GEAI arising in connection with suchwarranty and related obligations of Stellar, (ii) any obligations of Stellar to indemnify,defend and hold harmless under the purchase orders issued in connection with the 2006Agreement or otherwise with respect to losses, liabilities and costs arising out ofactions, proceedings, suits, cases or claims of third parties with respect to DeliveredCommunicators, (iii) the confidentiality agreements between the Parties, (iv) the ownershipof or rights in any intellectual property or (v) any obligations under the purchase ordersreferenced above to execute or deliver and to cause others to execute and deliverinstruments or transfers to perfect such rights and ownership.(d) [* * *]**SECTION 2 REPRESENTATIONS AND WARRANTIES**Each of the Parties represents to the other that as of the date hereof with respect to therepresenting Party:(a) It has been duly organized and is validly existing and in good standing under the lawsof the jurisdiction of its incorporation and has all requisite power and authority toconduct its business, to own its properties and to execute, deliver and perform itsobligations under this Agreement.(b) The execution and delivery of this Agreement by it and the performance of itsobligations hereunder have been duly authorized by all necessary corporate or other action,and do not and will not violate any provision of any law, rule,
 
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regulation or contractual or corporate, partnership or other restrictions binding on it.(c) This Agreement constitutes its legal, valid and binding obligation, enforceable inaccordance with the terms hereof. If GEAI or its successors or representatives shallattempt to void, rescind or otherwise set aside the releases, terminations or othertransactions contemplated by this Agreement, except in response to an attempt to do so byStellar or its successors or representatives, and GEAI or its successors or representativesdo actually void, rescind or otherwise set aside the releases, terminations or othertransactions contemplated by this Agreement as evidenced by a final, non-appealable courtor arbitral order, there shall be a “GEAI Default”. If Stellar or its successors orrepresentatives shall attempt to void, rescind or otherwise set aside the releases,terminations or other transactions contemplated by this Agreement, except in response to anattempt to do so by GEAI or its successors or representatives, and Stellar or itssuccessors or representatives do actually void, rescind or otherwise set aside thereleases, terminations or other transactions contemplated by this Agreement as evidenced bya final, non-appealable court or arbitral order, there shall be a “Stellar Default”.**SECTION 3 DISPUTE RESOLUTION**(a) Arbitration. In the event of a claim or controversy regarding any mattercovered by this Agreement, the Parties shall use all reasonable efforts to resolve suchclaim or controversy within sixty (60) calendar days of receipt by either Party of noticeof the existence of any such claim or controversy. In the event the Parties are unable toagree on the resolution of such claim or controversy within such period of time, any Partymay remove the claim or controversy for settlement by final and binding arbitration in NewYork, New York in accordance with the United States Commercial Dispute ResolutionProcedures of the American Arbitration Association (“AAA”) (to the extent not modified bythis SECTION 3). The AAA procedures for Large, Complex Commercial Disputes shall applyunless the Parties agree otherwise. Each Party to the arbitration shall present its case,witnesses and evidence, if any, in the presence of the other Party or Parties to thearbitration, such arbitration shall be conducted in the English language, a writtentranscript of the proceedings shall be made and furnished to the Parties to thearbitration, and the decision of the arbitrator shall be issued in writing with reasonstherefor. In the event that more than one claim or controversy arises under thisAgreement, such claim or controversy may be consolidated in a single arbitral proceeding.The arbitral proceeding shall be heard and decided by one arbitrator selected in accordancewith AAA rules (to the extent modified hereby). In all cases, the arbitrator shall have ashis or her primary experience the practice of law in the United States (including but notlimited to acting as in-house counsel or in a judicial capacity) and be fluent in English.If an arbitrator is not selected from the initial list of potential arbitrators submittedby the AAA, the AAA shall submit a second list (and if an arbitrator is not selected fromthat second list, a third list) from which an arbitrator may be
 
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chosen by the Parties in accordance with the AAA procedures for selection from the firstlist before the AAA exercises its power to make an appointment of the arbitrator. Judgmentupon any award rendered by the arbitrator may be entered in any court having jurisdictionor application may be made for judicial acceptance of the award and an order ofenforcement, as the case may be. The Parties agree that if it becomes necessary for anyParty to enforce an arbitral award by a legal action or additional arbitration or judicialmethods, the Party against whom enforcement is sought, if enforcement is obtained, shallpay all reasonable costs and attorney’s fees incurred by the Party seeking to enforce theaward.(b) Exclusive Dispute Resolution Mechanism. The rights of the Parties under thisSECTION 3 shall be the exclusive dispute resolution mechanisms with respect to any claim orcontroversy regarding any matter covered by this Agreement.**SECTION 4 NOTICES**All notices given under this Agreement must be in writing and sent by hand delivery, byreputable international express courier or by facsimile transmission (answer back received), to:**Stellar****:**Stellar Satellite Communications Ltd.