This Exclusivity Agreement (this “ Agreement ”) dated May 6, 2010 is among TerreStar Corporation (“ TerreStar ”),
TerreStar Networks Inc. (“ Networks ” and together with TerreStar, the “ Company ”), SkyTerra LP, SkyTerra Communications,
Inc. and HGW Holding Company, L.P. (“ HGW Holding Company ” and together with SkyTerra LP and SkyTerra
Communications, Inc., “ SkyTerra ”). The Company and SkyTerra are each referred to herein as a “ party ” and collectively
referred to herein as the “ parties ”.
The Company and SkyTerra desire to have negotiations regarding certain transactions (the “ Proposed Transaction ”)
described in that certain draft term sheet attached hereto (the “ Term Sheet ”). Such negotiations began pursuant to a prior
exclusivity agreement between the Company, HGW Holding Company and certain affiliates of HGW Holding Company.
Although affiliates of SkyTerra will have the right to be involved in such negotiations and subject to SkyTerra’s right to assign
this Agreement pursuant to Section 7(c), SkyTerra LP will be the SkyTerra entity primarily engage in such negotiations.
Contemporaneously with the execution of this Agreement, and in consideration of the Company entering into this
Agreement, SkyTerra LP and SkyTerra Communications, Inc. are entering into a Satellite Minutes Agreement (the “ Satellite
Agreement ”) with Networks pursuant to which SkyTerra LP and SkyTerra Communications, Inc., subject to the terms and
conditions in the Satellite Agreement, will purchase from Networks mobile satellite minutes with an aggregate purchase price of
$40,000,000 (the “ Purchase Payment ”). A portion of the Purchase Payment will be obtained from HGW Holding Company.
SkyTerra LP and SkyTerra Communications, Inc. would not enter into the Satellite Agreement or make the Purchase Payment in
the absence of this Agreement. HGW Holding Company would not make Purchase Prepayment funds available in the absence
of this Agreement.
Negotiation of the P