Common use of Provision of Services and Materials Clause in Contracts

Provision of Services and Materials. Contractor shall provide the necessary qualified personnel, material, services, facilities and know-how to: design, manufacture, test, provide Mission Operations Support Services, Launch Support Services, and deliver for Purchaser’s Acceptance (1) S-Band Satellite (in-orbit), three (3) DSSs, [***], together with all other Deliverable Items referred to in Article 3.1, all in accordance with this Contract, including the following Exhibits (as applicable), which are attached hereto (or incorporated by reference) and made a part hereof: 2.1.1 Exhibit A, Statement of Work, Revision 2 dated August 20, 2007 2.1.2 Exhibit B, Satellite Performance Specification, Revision 6 dated October 18, 2007 2.1.3 Exhibit C, Commercial Programs Product Assurance Plan, Document No. E038152, Revision 6 dated April 5, 2004 2.1.4 Exhibit D, Satellite Program Test Plan, Revision 3 dated October 30, 2007 2.1.5 Exhibit E, Preliminary TerreStar Dynamic Satellite Simulator Specification, Version 0 dated July 23, 2004 2.1.6 Exhibit F, TerreStar 1 Satellite Program Payment Plan and Termination Liability Amounts (not including Orbital Performance Incentive Payments), dated October 12, 2007 (“TerreStar 1 Payment Plan and Termination Liability Amounts” or “TerreStar 1 Payment Plan”) 2.1.7 Exhibit G, RESERVED 2.1.8 Exhibit H, TerreStar Satellite Orbital Performance Incentives Payment Plan, dated August 20, 2007 2.1.9 Exhibit I, DSS/[***] Payment Plan and Termination Liability Amounts, dated July 10, 2006

Provision of Services and Materials. Contractor shall provide the necessary qualified personnel, material, services, facilities and know-how to: design, manufacture, test, provide Mission Operations Support Services, Launch Support Services, and deliver for Purchaser’s Acceptance (1) S-Band Satellite (in-orbit), three (3) DSSs, with [***], together with all other Deliverable Items referred to in Article 3.1, all in accordance with this Contract, including the following Exhibits (as applicable), which are attached hereto (or incorporated by reference) and made a part hereof: 2.1.1 Exhibit A, Statement of Work, Revision 2 4 dated August 20November 16, 2007 2.1.2 Exhibit B, Satellite Performance Specification, Revision 6 dated October 18, 2007 2.1.3 Exhibit C, Commercial Programs Product Assurance Plan, Document No. E038152, Revision 6 dated April 5, 2004 2.1.4 Exhibit D, Satellite Program Test Plan, Revision 3 2 dated October 30November 16, 2007 2.1.5 Exhibit E, Preliminary TerreStar Dynamic Satellite Simulator Specification, Version 0 dated July 23, 2004 2.1.6 Exhibit F, TerreStar 1 2 Satellite Program Payment Plan and Termination Liability Amounts (not including Orbital Performance Incentive Payments), dated October 12November 9, 2007 (“TerreStar 1 2 Payment Plan and Termination Liability Amounts” or “TerreStar 1 2 Payment Plan”) 2.1.7 2.1.6 Exhibit G, RESERVED 2.1.8 Exhibit HF, TerreStar Satellite Orbital Performance Incentives Payment Plan, dated August 20November 16, 2007 2.1.9 Exhibit I2.1.7 Attachments A. Form of Invoice (including the Annex 1 thereto, DSS/[***] Payment Plan “Form of Contractor Certificate” and Termination Liability Amounts, dated July 10, 2006“Schedule 1 to Annex I to Attachment A”) B. Key Personnel