Execution Version
AIREON LLC
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
FOR INTERESTS
(Preferred Interests)
AIREON LLC
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
FOR
INTERESTS
(Preferred Interests)
THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION.
THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER
SECTION 4(2) OF SAID ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING.
FOR THIS REASON, THESE SECURITIES WILL BE SOLD
ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED
HEREIN.
A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN
THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND,
THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
THERE IS NO OBLIGATION OF THE ISSUER
TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER
JURISDICTION.
TRANSFER OF THE INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RELATING
THERETO.
SUBSCRIPTION AGREEMENT
This Amended and Restated Subscription Agreement (this "Agreement"), dated as of
December 20, 2013, is entered into by and among AIREON LLC, a Delaware limited
liability company (the "Company"), and NAV CANADA Satellite, Inc., a Delaware
corporation and a wholly owned subsidiary of NAV CANADA (the "Investor"), and
amends and restates the Subscription Agreement between the Investor and the
Company dated as of November 19, 2012 (the "Original Subscription Agreement"),
in connection with the Investor's purchase of Preferred Interests in the Company
("Interests") and entry into the Company's Second Amended and Restated Limited
Liability Company Agreement, in substantially the form set forth as Exhibit A
attached hereto (the "Operating Agreement"), which shall be entered into on or
before February 14, 2014 and shall amend and restate that certain Amended and
Restated Limited Liability Company Agreement, dated as of November 19, 2012, as
amended by Amendment No. 1 dated as of June 27, 2013 (as so amended, the
"Original Operating Agreement"), by and among Investor, NAV CANADA, Iridium
Satellite LLC ("Iridium"), and the Company. Capitalized terms used but not
defined herein shall have the meanings given them in the Operating Agreement.
The Investor hereby subscribes for Interests in the Company, and the Company and
the Investor hereby agree as follows:
1.
Subscription.
(a)
First NAV CANADA Tranche Financing.
The First NAV CANADA Tranche Financing was effected pursuant to the terms of the
Original Subscription Agreement on November 19, 2012.
(b)
Second NAV CANADA Tranche Financing.
The Second NAV CANADA Tranche Financing was effected pursuant to the terms of
the Original Subscription Agreement on June 27, 2013. The Second NAV CANADA
Tranche Financing Interest is hereby amended (effective as of and conditioned on
the occurrence of the Second A&R