MOBILE SATELLITE VENTURES LP

This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested Units by following the procedures set forth in the Plan and below in this Agreement.

Your right to purchase Units under this option vests as to one-third (1/3) of the total number of Units covered by this option, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (“Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of Units which you may purchase under this option shall vest at the rate of one-third (1/3) on each successive Anniversary Date. The resulting aggregate number of vested Units will be rounded to the nearest whole number, and you cannot vest in more than the number of Units covered by this option.

No additional Units will vest after your Service has terminated for any reason.

If your Service is terminated for Cause, then you shall immediately forfeit all rights to your option and the option shall immediately expire.

For purposes of this Agreement, and notwithstanding any definition of “Cause” in the Plan, Cause shall mean:

(i) gross negligence or willful misconduct in connection with the performance of duties;

(ii) conviction of a criminal offense (other than minor traffic offenses);

(iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-solicitation or non-competition agreements, if any, between you and the Partnership or an Affiliate;

(iv) refusal to cooperate in any lawful internal investigation approved by the Board or a committee thereof; or

(v) knowingly taking any action that, in the opinion of the Board or a committee thereof, ▇▇▇▇▇ the Partnership, an Affiliate, or the reputation of the Partnership or an Affiliate.

The determination of whether a termination of Service was for Cause shall be made by the Partnership in its sole discretion.

months after the date of death. During that twelve month period, your estate or heirs may exercise the vested portion of your option.

In addition, if you die during the 90-day period described in Termination of Service above, and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after the date of death. In such a case, during the period following your death up to the date twelve (12) months after the date of death, your estate or heirs may exercise the vested portion of your option.

For purposes of this option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Partnership in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active Service is specifically guaranteed by applicable law or by a written contract. Your Service terminates in any event when the approved leave ends unless you immediately return to Service.

The Partnership determines, in its sole discretion, which leaves count for this purpose.

notice must specify how many Units you wish to purchase. Your notice must also specify how your Units
should be registered (in your name only or in your and your spouse’s names as joint tenants with right of
survivorship). The notice will be effective when it is received by the Partnership.

If someone else wants to exercise this option after your death, that person must prove to the Partnership’s
satisfaction that he or she is entitled to do so.

When you submit your notice of exercise, you must include payment of the option price for the Units you are purchasing. Payment may be made in one (or a combination) of the following forms:

•     Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Partnership.

•     After a Triggering Event (i.e., the conversion of the Partnership or its business into a corporation), or a Change of Control (as defined in the Plan), by Units which have already been owned by you for more than six months and which are surrendered to the Partnership. The value of the Units, determined as of the effective date of the option exercise, will be applied to the option price.

•     After a Triggering Event or a Change of Control (as defined in the Plan) and to the extent a public market for the Units exists as determined by the Partnership, by delivery (on a form prescribed by the Partnership) of an irrevocable direction to a licensed securities broker acceptable to the Partnership to sell Units and to deliver all or part of the sale proceeds to the Partnership in payment of the aggregate option price and any withholding taxes.

In the event that you propose to sell, pledge or otherwise transfer to a third party any Units acquired under this Agreement, or any interest in such Units, the Partnership shall have the “Right of First Refusal” with respect to all (and not less than all) of such Units. If you desire to transfer Units acquired under this Agreement, you must give a written “Transfer Notice” to the Partnership describing fully the proposed transfer, including the number of Units proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.

The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Units. The Partnership shall have the right to purchase all, and not less than all, of the Units on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Partnership.

If the Partnership fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Partnership, conclude a transfer of the Units subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in

the paragraph above. If the Partnership exercises its Right of First Refusal, the parties shall consummate the
sale of the Units on the terms set forth in the Transfer Notice within such period as may be specified in the
Transfer Notice, but no later than 60 days after the date when the Partnership received the Transfer Notice;
provided, however, that in the event the Transfer Notice provided that payment for the Units was to be made
in a form other than lawful money paid at the time of transfer, the Partnership shall have the option of paying
for the Units with lawful money equal to the present value of the fair market value of the consideration
described in the Transfer Notice, discounted at a rate per annum equal to the rate on 10-year Treasury
Constant maturities (zero coupon bonds) on the date of receipt of the Transfer Notice.

The Partnership’s rights under this subsection shall be freely assignable, in whole or in part, shall inure to the
benefit of its successors and assigns and shall be binding upon any transferee of the Units.

The Partnership’s Right of First Refusal shall terminate in the event that the Units are listed on an established
national or regional stock exchange, are admitted for quotation on The NASDAQ Stock Market, or are
publicly traded in an established securities market.

Following termination of your Service for any reason, the Partnership shall have the right to purchase all of those Units that you have or will acquire under this option. If the Partnership exercises its right to purchase the Units, the Partnership will notify you of its intention to purchase such Units, and will consummate the purchase within 90 days of the termination of your Service or, in the case of Units acquired after the termination of your Service, within 90 days of the date of exercise.

The purchase price shall be the Fair Market Value of the Units on the date of your termination of Service if the Partnership exercises its right to purchase such Units within 90 days of the termination of your Service or exercises its right within 90 days of the date of your exercise of the option following termination of your Service.

The text of the Plan is incorporated in this Agreement by reference. Pursuant to the Plan, this Agreement may be amended by the Board or the Committee, as applicable, at any time for any reason; provided that an amendment that impairs your rights under this Agreement only will be effective after you consent to the change.

This Agreement and the Plan constitute the entire understanding between you and the Partnership regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded.