MASTER CONTRIBUTION AND SUPPORT AGREEMENT

This MASTER CONTRIBUTION AND SUPPORT AGREEMENT (this " Agreement ") is dated as of July 24, 2008, by and among (i) HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, an exempted company organized under the Laws of the Cayman Islands (" Harbinger Master "), (ii) HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership (" Harbinger Special "), (iii) HARBINGER CAPITAL PARTNERS FUND I, L.P., a Delaware Limited partnership (" Harbinger Fund "), (iv) HARBINGER CO-INVESTMENT FUND, L.P., a Delaware limited partnership (the " Harbinger Satellite Fund ", and together with Harbinger Master, Harbinger Special and Harbinger Fund , " Harbinger "), (v) SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the " Company "), (vi) MOBILE SATELLITE VENTURES SUBSIDIARY LLC, a Delaware limited liability company (" MSV LLC "), and (vii) MOBILE SATELLITE VENTURES L.P., a Delaware limited partnership (" MSV "). Each of Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite Fund, the Company, MSV LLC and MSV is hereinafter referred to as a " Party " and collectively as the " Parties ".

WHEREAS, Harbinger Master and Harbinger Special, as outlined in Annex A, currently owns or has the power to cause the disposition (or, in the case of the TVCC LLC Interests, will, as of the Option Closing Date, own or have the power to cause the disposition)  of (i) 132,041,000 ordinary voting shares (the " Contribution Shares ") issued by Inmarsat plc (the " Target "), (ii) 1.75% convertible bonds due 2017 issued by the Target having an aggregate principal value of $37,600,000 or such other principal value as is at the relevant time owned by Harbinger Master and Harbinger Special (the " Convertible Bonds ") and (iii) 150,000,000 Class A Preferred Units (the " Class A Preferred Units ") issued by TVCC Holding Company, LLC, a Delaware limited liability company (" TVCC "), 50,000,000 Class B Preferred Units (the " Class B Preferred Units ") issued by TVCC and 300,000,000 Common Units issued by TVCC (the " Common Units " and, together with the Class A Preferred Units and the Class B Preferred Units, the " TVCC LLC Interests " and, together with the Contribution Shares and the Convertible Bonds, the " Contribution Assets "). As of the Option Closing Date TVCC will control 5MHz of nationwide (US), contiguous unpaired spectrum from 1670-1675 MHz (the " 1.6 Spectrum ");

WHEREAS, Harbinger and the Company are considering the proposed acquisition of up to the entire issued and to be issued share capital of the Target (other than the shares already held by Harbinger Master and Harbinger Special, or the Company or any of its Subsidiaries, whether pursuant to this Agreement or otherwise, in the capital of the Target) (the " Proposal "). In conjunction with the Proposal, subject to the terms and conditions set forth herein, Harbinger wishes to contribute the Contribution Assets to the Company in exchange for shares of voting common stock of par value $0.01 per share of the Company (the " Voting Common Stock ") and the Company wishes to acquire the Contribution Assets in exchange for shares of Voting Common Stock subject to the terms and conditions set forth in this Agreement (the " Contribution ");

WHEREAS, Harbinger Satellite Fund and the Company are contemporaneously entering into a stock purchase agreement, dated as of even date herewith (the " Stock Purchase Agreement "), in the form of Exhibit A, that provides Harbinger Satellite Fund with the right and obligation, in each case subject to the terms and conditions set forth in the Stock Purchase

Agreement, on the Closing Date (as hereinafter defined) to purchase shares of Voting Common Stock at the Agreed Issue Price (as hereinafter defined);

WHEREAS, the Company has agreed, in the circumstances and subject to the conditions set forth in Article XIX , to undertake a rights offering in accordance with the terms and conditions set forth in Article XIX ;

WHEREAS, Harbinger Master, Harbinger Special, the Company and MSV, and Mobile Satellite Ventures Finance Co., a Delaware corporation (" MSV Finance ") are contemporaneously entering into a securities purchase agreement dated as of even date herewith (the " Securities Purchase Agreement ") in the form of Exhibit B, that provides for Harbinger Master and Harbinger Special to purchase, and for MSV and MSV Finance to issue, up to $500,000,000 in principal amount of 16% Senior Notes due July 1, 2013, and for the Company to issue warrants to purchase up to 25,000,000 shares of Voting Common Stock or Non-Voting Common Stock, or a combination thereof, at an exercise price of $0.01 per share of Voting Common Stock, subject to certain antidilution adjustments, in each case upon the terms and subject to the conditions set forth in the Securities Purchase Agreement;

WHEREAS, prior to the date of this Agreement (a) the Special Independent Committee of the Company's Board, after obtaining advice from an independent financial advisor, has (i) determined that this Agreement and the agreements and transactions contemplated hereunder and under the Stock Purchase Agreement and the Securities Purchase Agreement (the " Transactions "), including the Contribution, are fair to the Company and its stockholders other than Harbinger and (ii) recommended that the Company's Board approve this Agreement, the Stock Purchase Agreement, the Securities Purchase Agreement, and the Transactions, and (b) the Company's Board has unanimously approved this Agreement, the Stock Purchase Agreement, the Securities Purchase Agreement, and the Transactions; and

WHEREAS, the Parties intend that the Transactions, taken together, shall qualify as an exchange governed by Section 351(a) of the Code.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties hereby agrees as follows.

Section 1.1           Certain Definitions . For the purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 .

" 1.6 Spectrum " has the meaning set forth in the recitals.

" 14% Notes " means the 14% Senior Secured Discount Notes due 2013 issued under the 14% Notes Indenture.

" 14% Notes Indenture " means the Indenture, among MSV and MSV Finance, as issuers, the guarantors named therein and The Bank of New York, as trustee, dated as of March 30, 2006.

" 16% Notes " means the 16% Senior Unsecured Notes due 2013 to be issued under the 16% Notes Indenture.

" 16% Notes Indenture " means the Indenture, among MSV and MSV Finance, as issuers, the guarantors named therein and a trustee to be named therein, to be entered into on or about January 6, 2009 in connection with the 16% Notes to be issued pursuant to the Securities Purchase Agreement.

" 16.5% Notes " means the 16.5% Senior Notes due 2013 issued under the 16.5% Notes Indenture.

" 16.5% Notes Indenture " means the Indenture, among MSV and MSV Finance, as issuers, the guarantors named therein and The Bank of New York, as trustee, dated as of January 7, 2008.

" Affiliate " means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term " control " (including the terms " controlled by " and " under common control with ") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

" Agreed Issue Price " means the Company Per Share Value multiplied by the Target Adjustment Ratchet.

" Agreement " has the meaning set forth in the preamble.

" Amended Proposal " has the meaning set forth in Section 20.1 .

" Amendment Notification " has the meaning set forth in Section 14.1(a) .

" Amendment Veto Matters " has the meaning set forth in Section 14.8 .

" Apollo Transaction " means the transaction detailed in the Company's Current Report on Form 8-K filed with the SEC on April 10, 2008, in which Harbinger entered into a securities purchase agreement with a number of Apollo funds and pursuant to which Harbinger agreed to purchase from such funds a number of shares of Voting Common Stock and Non-Voting Common Stock and warrants in the Company.

" Assets " means all of the properties and assets (including, but not limited to, real, personal or mixed, tangible or intangible, and Intellectual Property) used or held for use in connection with or material to the continued operation of the business of the Company and/or its Subsidiaries.

" Authorities " refers to any Regulatory Authorities and Competition Authorities as relevant.

" Authorizations " has the meaning set forth in Section 5.16(a) .

" Benefit Plans " has the meaning set forth in Section 5.24(a) .

" Bring Down Certificate " has the meaning set forth in Section 13.4 .

" Bring Down Date " has the meaning set forth in Section 13.4 .

" Business Day " means any day excluding (i) Saturday, (ii) Sunday and (iii) any day on which banking institutions located in the State of New York or London are required to be closed for the conduct of regular business.

" Business Plan " means the business plan referred to in Section 5.8 , subject to such additions or amendments as may be made with the prior written approval of Harbinger.

" Canadian Joint Venture Companies" means Mobile Satellite Ventures (Canada) Inc. and Mobile Satellite Ventures Holdings (Canada) Inc.

" Cash Confirmation Amount " means the total amount of cash available to the Company on a Certain Funds Basis for the purposes of satisfying the cash consideration payable pursuant to the Firm Offer, as confirmed in writing by the Financial Advisor in accordance with the terms of this Agreement, being the aggregate of the Debt Cash Confirmation Amount and the Equity Cash Confirmation Amount.

" Cash Confirmation Statement " has the meaning set forth in Section 11.2(a) .

" Cash Offer Price " has the meaning set forth in Section 11.2(b) .

" Cash Purchase Price " has the meaning set forth in Section 11.2(b) .

" Cash Redemption Amount " shall mean the cash amount that Harbinger would receive if the Convertible Bonds were redeemed at their Accreted Principal Amount on the Change of Control Event Put Date, as each such term is defined in, and in accordance with, the conditions of the Convertible Bonds.

" Certain Funds Basis " means "certain funds basis" as such expression is customarily understood in the context of transactions subject to the UK Takeover Code and the jurisdiction of the UK Takeover Panel.

" Class A Preferred Units " has the meaning set forth in the recitals.

" Class B Preferred Units " has the meaning set forth in the recitals.

" Closing Date " means the date that is three (3) Business Days after Completion.

" Code " means the US Internal Revenue Code of 1986, as amended.

" COI Amendments " has the meaning set forth in Section 9.1 .

" Common Stock " means the Voting Common Stock and the Non-Voting Common Stock.

" Common Units " has the meaning set forth in the recitals.

" Communications Act " means the US Communications Act of 1934, as amended, and the rules and published policies of the FCC promulgated thereunder.

" Communications Assistance for Law Enforcement Act " means the US Communications Assistance for Law Enforcement Act 1994, as amended.

" Companies Acts " means the English Companies Act 1985 and the Companies Act 2006, in each case as amended or re-enacted and to the extent in force or applicable from time to time.

" Company " has the meaning set forth in the preamble.

" Company Approval " has the meaning set forth in Section 13.5 .

" Company Disclosure Schedule " has the meaning set forth in the preamble to Article V .

" Company Financial Statements " has the meaning set forth in Section 5.7(a) .

" Company Per Share Value " means $10.00.

" Company's Board " means the board of directors of the Company.

" Competition Authorities " means any Governmental Entity or other trade or regulatory body responsible for any matter involving antitrust or competition issues.

" Completion " means the date, if any, upon which: (i) the Scheme becomes effective in accordance with its terms; or (ii) if Harbinger elects to implement the Proposal by way of an Offer in accordance with the terms of this Agreement, the Offer becomes or is declared unconditional in all respects.

" Confidentiality Agreement " has the meaning set forth in Section 16.16 .

" Confidentiality Side Letter " has the meaning set forth in Section 16.16 .

" Consulting Agreement " means the consulting agreement to be entered into between the Company and LeaseCo on the Option Closing Date relating to the management of the 1.6 Spectrum for the period set forth in the Consulting Agreement in substantially the form attached hereto as Exhibit E.

" Contract " means any written contract, agreement, mortgage, indenture, note, bond, loan, instrument, lease, commitment or other legally binding arrangement or agreement.

" Contribution " has the meaning set forth in the recitals.

" Contribution Assets " has the meaning set forth in the recitals.

" Contribution Closings " means the Contribution Shares Closing, the Convertible Bonds Closing and the TVCC Contribution Closing.

" Contribution Closing Date " means the Contribution Shares Closing Date, the Convertible Bonds Closing Date or the TVCC Contribution Closing Date, as applicable.

" Contribution Shares " has the meaning set forth in the recitals.

" Contribution Shares Closing " has the meaning set forth in Section 2.2(a) .

" Contribution Shares Closing Date " has the meaning set forth in Section 2.2(a) .

" Contribution Shares Value " means the Target Base Price multiplied by the Target Adjustment Ratchet multipliedby the number of Contribution Shares multiplied by the Exchange Rate.

" Converted Shares " has the meaning set forth in Section 2.1(a)(ii)(B) .

" Converted Shares Value " means the Target Base Price multiplied by the Target Adjustment Ratchet multiplied by the number of Converted Shares multiplied by the Exchange Rate.

" Convertible Bonds " has the meaning set forth in the recitals.

" Convertible Bonds Amount " means the number of Convertible Bonds as is at the relevant time owned by Harbinger.

" Convertible Bonds Closing " has the meaning set forth in Section 2.2(b) .

" Convertible Bonds Closing Date " has the meaning set forth in Section 2.2(b) .

" Convertible Bonds Value " means the Convertible Bonds Amount multiplied by the Target Appropriate Offer Price.

" Court " means the High Court of Justice in England and Wales.

" Court Order " means the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006 and the order of the Court confirming the reduction of the Target's share capital provided for by the Scheme under section 137 of the Companies Act 1985 or, if then in force, section 648 of the Companies Act 2006, respectively or, where the context requires, either of them.

" CREST " means the relevant system (as defined in the Uncertified Securities Regulations 2001 (SI 2001 No. 3755)) to facilitate the transfer of title to shares in uncertified

form in respect of which CRESTCo is the Operator (as defined in the Uncertified Securities Regulations 2001 (SI 2001 No. 3755)).

" CRESTCo " means CRESTCo Limited.

" Debt Cash Confirmation Amount " has the meaning set forth in Section 12.1(f) .

" Debt Commitment Letter " has the meaning set forth in Section 12.1(f) .

" Debt Financing " shall mean the debt financing in connection with the Firm Offer by way of the issuance of the Senior Debt and the Mezzanine Debt or any other such form of debt financing as Harbinger may request in accordance with Section 14.1 .

" Debt Offering " has the meaning set forth in Section 12.1(a) .

" DGCL " means the Delaware General Corporation Law.

" Directors " means the directors of the Company from time to time.

" DoJ " means the US Department of Justice.

" Effective Date " has the meaning set forth in Section 16.13 .

" Encumbrance " means any mortgage, pledge, hypothecation, claim, charge, security interest, encumbrance, option, lien, put or call right, right of first offer or refusal, proxy, voting right or other restrictions or limitations of any nature whatsoever, whether or not filed, recorded or otherwise perfected under applicable Law, other than (a) those resulting from Taxes which have not yet become delinquent or (b) minor liens and encumbrances that do not materially detract from the value of the property or materially impair the operations of a Person or materially interfere with the use of such property or asset.

" Environmental Protection Laws " means any Law enacted as of the date hereof in any jurisdiction in connection with or relating to the protection or regulation of the environment, including those Laws, statutes and regulations regulating the disposal, removal, production, storing, refining, handling, transferring, processing or transporting of hazardous or toxic substances, and any orders, decrees or judgments issued by any court of competent jurisdiction in connection with any of the foregoing.

" Equity Cash Confirmation Amount " has the meaning set forth in Section 11.2(a) .

" Equity Commitment Letter " has the meaning set forth in Section 11.2(a) .

" ERISA " has the meaning set forth in Section 5.24(a) .

" ERISA Plans " has the meaning set forth in Section 5.24(e) .

" EU " means the European Union.

" European Commission " has the meaning set forth in Section 8.5 .

" Exchange Act " means the US Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

" Exchange Act Reports " means the following documents filed by the Company with the SEC since September 1, 2006 and prior to the Closing Date: (i) the Company's Form 10-K annual report, (ii) all quarterly reports on Form 10-Q and any periodic reports on Form 8-K, (iii) all definitive proxy statements, and (iv) all amendments or supplements to any of the foregoing.

" Exchange Rate " means a £ to $ exchange rate as reported by Bloomberg at noon New York time three (3) Business Days prior to the Contribution Shares Closing Date, the Closing Date or such other date, as applicable.

" FCC " means the US Federal Communications Commission.

" FCC Approval " means the consent and other actions of the FCC (including any action duly taken by the FCC's staff pursuant to delegated authority) granting its consent to all applications or petitions as may be required to be filed with the FCC to effect the transactions referred to in Section 8.1  and consummate the Transactions.

" FCC Parties " means Harbinger, the Company and MSV LLC.

" FCC Rules " means Title 47 of the Code of Federal Regulations, as amended at any time and from time to time, and FCC decisions, published policies, reports and orders.

" FCC Spectrum Lease Rules " has the meaning set forth in Section 4.8(l)(ii) .

" Filed SEC Reports " has the meaning set forth in the preamble to Article V .

" Financial Advisor " means Merrill Lynch International, or such other financial advisor agreed to be appointed by the Parties from time to time in connection with the transactions contemplated by Articles XI , XII , XIII , XIV  and XV .

" Financing Rights Amount " has the meaning set forth in Section 11.3 .

" Financing Rights Offering " has the meaning set forth in Section 11.3 .

" Financing Rights Prospectus " has the meaning set forth in Section 11.4 .

" Financing Rights Registration Statement " has the meaning provided in Section 11.4(a) .

" Financing Rights Subscription Price " has the meaning set forth in Section 11.5 .

" Financing Rights Subscription Privilege " has the meaning set forth in Section 11.5 .

" Firm Offer " means an offer by the Company to implement the Proposal by way of Offer or Scheme in accordance with the terms of the UK Takeover Code, the Companies Acts

and the requirements of the UK Takeover Panel, as such offer may be amended from time to time after the Firm Offer Date, with any such amendments being in accordance with the terms of this Agreement, the UK Takeover Code, the Companies Acts and the requirements of the UK Takeover Panel.

" Firm Offer Announcement " means the announcement to be made by the Parties, subject to the terms and conditions of this Agreement, of a firm intention to proceed with the Firm Offer made in accordance with Rule 2.5 of the UK Takeover Code.

" Firm Offer Costs " has the meaning set forth in Section 11.2(b) .

" Firm Offer Date " means the date on which the Firm Offer Announcement is made.

" Firm Offer Price " means the price offered by the Company for the Target Shares as set out in the Firm Offer Announcement.

" FSA " means the UK Financial Services Authority.

" FSA Approval " has the meaning set forth in Section 10.1 .

" FSMA " means the UK's Financial Services and Markets Act 2000.

“ Further COI Amendment ” has the meaning set forth in Section 9.1.

" FTC " means US Federal Trade Commission.

" GAAP " means US generally accepted accounting principles.

" Governmental Authorizations "   means all approvals, concessions, consents, franchises, licenses, Permits, registrations and other authorizations of all Governmental Entities.

" Governmental Entity " means any governmental body, whether administrative, executive, judicial, legislative or other, or any combination thereof, including any federal, state, territorial, county, local, municipal or other governmental agency, arbitral body, administrative authority, body, branch, bureau, or comparable agency, commission, tribunal, court, department or instrumentality of any of the foregoing, whether US or non-US.

" Group " means the Company and its controlled Affiliates from time to time.

" Harbinger " has the meaning set forth in the preamble.

" Harbinger Certificate " has the meaning set forth in Section 13.3(h) .

" Harbinger Contribution Shares " means the aggregate number of shares of Voting Common Stock determined in accordance with Section 2.1(a) , Section 2.1(b) and Section 2.1(c) .

" Harbinger Designee " means one or more entities that is wholly-owned, directly or indirectly, by Harbinger.

" Harbinger Disclosure Schedule " has the meaning set forth in the preamble to Article IV .

" Harbinger Fund " has the meaning set forth in the preamble.

" Harbinger Master " has the meaning set forth in the preamble.

" Harbinger Material Adverse Effect " means any events, facts, changes or circumstances which would be reasonably expected to have a material adverse effect on the business, assets, liabilities, properties, condition (financial or other), or results of operations of Harbinger and/or its Subsidiaries taken as a whole.

" Harbinger Purchased Shares " has the meaning set forth in Section 3.1 .

" Harbinger Satellite Fund " has the meaning set forth in the preamble.

" Harbinger Shares " means the aggregate of (i) the Harbinger Contribution Shares; (ii) the Harbinger Purchased Shares; and (iii) the Sponsor Fee Shares.

" Harbinger Special " has the meaning set forth in the preamble.

" HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

" Implementation Agreement " has the meaning set forth in Section 15.2 .

" Increased Firm Offer Price " has the meaning set forth in Section 14.1(b) .

" Indebtedness " means with respect to any Person, all (i) obligations of that Person for borrowed money, whether current or funded, or secured or unsecured; (ii) obligations of that Person evidenced by bonds, debentures, notes or similar instruments and the principal component in respect of mandatorily redeemable capital stock; (iii) obligations of that Person under conditional sale or other title retention agreements (other than trade payables incurred in the ordinary course of business) relating to any property purchased by that Person, in each case only and to the extent due more than 12 months after the delivery of property; (iv) obligations of that Person issued or assumed as the deferred purchase price of assets, property or services, in each case only and to the extent due more than 12 months after the delivery of property; (v) lease obligations of that Person capitalized on the books and records of that Person; (vi) obligations of others secured by an Encumbrance on property or assets owned or acquired by that Person, whether or not the obligations secured thereby have been assumed; (vii) obligations of that Person under interest rate, currency or commodity derivatives or hedging transactions; (viii) letters of credit or performance bonds issued for the account of that Person (other than letters of credit entered into in the ordinary course of business to the extent not drawn upon or reimbursed within 10 Business Days); (ix) guarantees and support and keep well arrangements having the economic effect of a guarantee of that Person of any Indebtedness of any other Person; and (x) construction payment deferrals and other deferrals of progress payments owed to vendors, in each case, including the outstanding principal amount of such Indebtedness, together with all interest accrued thereon and all costs and charges associated therewith.

" Indemnified Party " has the meaning set forth in Section 18.1 .

" Indemnifying Party " has the meaning set forth in Section 18.1 .

" Inducement Fee " has the meaning set forth in Section 15.3(b) .

" Industry Canada " means the Canadian Federal Department of Industry or any successor government department or agency thereto.

" Information Statement " has the meaning set forth in Section 9.3(a) .

" Initial Agreed Regulatory Approvals " means those regulatory and anti-trust approvals set out in Section 8.1 .

“ Initial COI Amendment ” has the meaning set forth in Section 9.1.

" Intellectual Property " has the meaning set forth in Section 5.19(a) .

" Investment Company Act " means the US Investment Company Act of 1940, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

" IRS " means the US Internal Revenue Service.

" Law " means any applicable domestic or foreign federal, state, provincial, local, municipal or other law, constitution, treaty, statute, ordinance, regulation, rule, standard, code, rule of common law, decree, directive, order or other requirement or rule enacted, implemented or promulgated by any Governmental Entity.

" LeaseCo " means TVCC One Six Holdings LLC, a Delaware limited liability company.

" LeaseCo Financial Statements " has the meaning set forth in Section 4.8(j) .

" Legal Proceeding " means any judicial, administrative or arbitral actions, suits, investigations, proceedings (public or private) or claims or proceedings by or before a Governmental Entity.

" Listing Rules " means the Listing Rules of the UKLA.

" LLC Interest Holders " means each of (i) Harbinger Master, (ii) Harbinger Special, (iii) Columbia Capital Equity Partners IV (QP), L.P., a Delaware limited partnership, (iv) Columbia Capital Equity Partners IV (QPCO), L.P., a Delaware limited partnership, (v) Columbia Capital Employee Investors IV, L.P., a Delaware limited partnership, and (vi) CCTV One Four Holdings, LLC, a Delaware limited liability company.

" LLC Note " means the promissory note dated on or about the Option Closing Date, with an initial principal amount of $105,000,000 executed by Harbinger Master and Harbinger Special in favor of the LLC Interest Holders (other than Harbinger Master and Harbinger Special).

" Losses " means any loss, liability, damages, cost or expense (including legal fees and expenses and any amounts paid in settlement or as a result of any judgment or order).

" Material Adverse Effect " means any events, facts, changes or circumstances which would reasonably be expected to have a material adverse effect on the business, assets, liabilities, properties, operations, or financial condition of the Company and its Subsidiaries, taken as a whole, except to the extent that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such Party operates; (ii) financial or securities market fluctuations or conditions; (iii) changes in, or events or conditions affecting, the satellite telecommunications industry generally; (iv) changes in applicable Law or in GAAP; (v) compliance with the terms of, or the taking of any action required by, this Agreement or the failure to take any actions for which Harbinger has withheld its consent pursuant to Section 16.1(k); or (vi) the failure of any in-orbit assets of the Company and its Subsidiaries existing as of the date of this Agreement (which, for the avoidance of doubt, consist of two satellites known as MSAT-1 and MSAT-2) unless such failure constitutes a material threat to the Authorizations or would be likely to hinder the ability of the Company and its Subsidiaries to obtain material new permits, licenses, certificates, registrations or other similar authorization; provided, however, that the exclusions set forth in paragraphs (i) to (iv) above shall not apply if the impact on the Company and its Subsidiaries, taken as a whole, is disproportionate to the impact on other MSS/ATC mobile satellite companies.

" Merger Regulation " has the meaning set forth in Section 8.5 .

" Mezzanine Debt " has the meaning set forth in Section 12.1(b) .

" Money Laundering Laws " has the meaning set forth in Section 5.29(b) .

" MSV " has the meaning set forth in the preamble.

" MSV Finance " has the meaning set forth in the recitals.

" MSV LLC " has the meaning set forth in the preamble.

" MSV FCC Licenses " means all licenses, permits and authorizations issued by the FCC and held by MSV LLC or any Affiliate of MSV LLC.

" MSV Option Exchange " means the revised offer by the Company to issue options to purchase shares of Common Stock in exchange for the termination of outstanding options to purchase limited partnership units of MSV pursuant to the prospectus dated May 15, 2008, as supplemented to date, filed by the Company with the SEC pursuant to Rule 424(b)(3) under the Securities Act Registration Statement No. 333-144093.

" MSV/Target Cooperation Agreement " has the meaning set forth in Section 16.13 .

" NewCo " and " NewCos " have the meaning set forth in Section 20.2 .

" New Parent " has the meaning set forth in Section 20.3(c) .

" No-Deal Over Subscription Rights " has the meaning set forth in Section 19.9 .

" No-Deal Rights Offering " has the meaning set forth in Section 19.1 .

" No-Deal Rights Proceeds " has the meaning set forth in Section 19.11(b) .

" No-Deal Rights Prospectus " has the meaning set forth in Section 19.2(a) .

" No-Deal Rights Registration Statement " has the meaning set forth in Section 19.2(a) .

" No-Deal Rights Subscription Price " has the meaning set forth in Section 19.3 .

" No-Deal Rights Subscription Privilege " has the meaning set forth in Section 19.3 .

" Non-US Benefit Plans " has the meaning set forth in Section 5.24(a) .

" Non-Voting Common Stock " means the shares of non-voting common stock, par value $0.01 per share, of the Company.

" Non-Voting Common Stock Conversion " has the meaning set forth in Section 20.3(a) .

" Notification " has the meaning set forth in Section 13.2 .

" Notification Date " has the meaning set forth in Section 13.2 .

" OFAC " has the meaning set forth in Section 5.29(c) .

" Offer " means, should Harbinger elect to implement the Proposal by way of a general offer in accordance with the terms of this Agreement (instead of by way of Scheme), an offer made by the Company, or a Subsidiary of the Company, to purchase all the Target Shares other than the Contribution Shares and other Target Shares held by Harbinger, the Company or their Subsidiaries or controlled Affiliates on such terms and subject to such conditions as are determined in accordance with the terms of this Agreement.

" Offer Document " means the document to be dispatched to (amongst others) the Target's shareholders (and holders of other securities in the Target to which the Offer relates) pursuant to which the Offer would be made and, where the context so admits, includes any form of acceptance, election, notice, or other document required in connection with the Offer.

" Offer Parties " means the Parties and the Target.

" Offer Shares " means such amount of Voting Common Stock which is offered to the Target's shareholders as part of the Firm Offer, if at all, as determined in accordance with the terms of this Agreement.

" Offer Shares Registration Statement " has the meaning set forth in Section 10.1 .

" Option Agreement " means the Option Agreement by and among TVCC, the equity holders of LeaseCo, Harbinger Master and Harbinger Special dated as of January 30, 2008.

" Option Closing Date " means the Closing Date as defined in the Option Agreement.

" Order " means any order, injunction, judgment, decision, decree, ruling, writ, assessment or arbitration award of a Governmental Entity.

" Organizational Documents " means, as to any Person, the certificate or articles of incorporation, certificate of limited partnership, certificate of formation, articles of organization, operating agreement, limited partnership agreement, limited liability company agreement, stockholders agreement or bylaws or other similar documents of such Person, as applicable.

" Other Debt " has the meaning set forth in Section 12.1(d) .

" Other Filings " has the meaning set forth in Section 9.3(a) .

" Other Financing Rights Filings " has the meaning set forth in Section 11.4 .

" Other No-Deal Rights Filings " has the meaning set forth in Section 19.2(a) .

" Other Regulatory Approvals " means those regulatory and anti-trust approvals set out in Section 8.1 .

" Party " and " Parties " have the meanings set forth in the preamble.

" Pension Plan " has the meaning set forth in Section 5.24(e) .

" Permits " has the meaning set forth in Section 5.17 .

" Person " means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, variable interest entity, trust, unincorporated organization, Governmental Entity or other entity.

" Phase I Notice " has the meaning set forth in Section 16.14 .

" Possible Offer Announcement " means the possible offer announcement to be made by the Parties, in the form attached hereto as Exhibit C, outlining the intention of Harbinger to implement the Proposal, and subject to such amendments to which each of the Parties may consent.

" Proposal " has the meaning set forth in the recitals.

" Proposed Amendments " has the meaning set forth in Section 16.19 .

" Prospectus " has the meaning set forth in Section 10.1 .

" Prospectus Rules " means the rules made for the purposes of Part VI of the UK Financial Services and Markets Act 2000, as amended, in relation to the offer of transferable securities to the public.

" PUC " has the meaning set forth in Section 5.16(a) .

" Qualified Underwriter " means any of the following financial institutions: (i) Merrill Lynch International, (ii) Morgan Stanley, (iii) The Royal Bank of Scotland PLC, (iv) Barclays Bank PLC, (v) JPMorgan, (vi) Credit Suisse, or (vii) any other financial institution selected by Harbinger and reasonably satisfactory to the Company in connection with the transactions contemplated by Article XII .

" Record Date " has the meaning set forth in Section 19.1 .

" Registration Rights Agreement " means the agreement dated as of the date hereof in the form attached hereto as Exhibit D.

" Registration Statements " means the Company's registration statements filed with the SEC since September 1, 2006, pursuant to the Securities Act.

" Regulation D " means Regulation D under the Securities Act.

" Regulation S " means Regulation S under the Securities Act.

" Regulation S-X " means Regulation S-X under the Securities Act.

" Regulatory Approvals " means the Initial Agreed Regulatory Approvals and the Other Regulatory Approvals as referred to in Section 8.1 .

" Regulatory Authorities " means any Governmental Entity or other trade or regulatory body responsible for any matter other than those involving antitrust or competition issues.

" Regulatory Information Service " means an information dissemination provider approved by the FSA and whose name is set out in Appendix 3 to the Listing Rules from time to time.

" Reimbursement Event " shall mean any of the following events: (i) following receipt of a Notification complying with Section 13.3 , the Company declining to make a Firm Offer pursuant to Section 13.4 , or (ii) following receipt of an Amendment Notification complying with Section 14.1 , the Company declining to approve the required amendment(s) set out therein, or (iii) following receipt of a Waiver Notification complying with Section 14.2 , the Company declining to approve the requested action stated therein, or (iv) following the Company's failure to deliver a Bring Down Certificate in compliance with Section 13.4  as a result of an event that constitutes a Material Adverse Effect, Harbinger withdrawing a Notification it has previously made, or (v) following a breach by the Company and/or MSV at any time after the date hereof and prior to the Firm Offer Date, of any representation, warranty, covenant or agreement contained in this Agreement (including, for this purpose, a breach of any representation or warranty contained in this Agreement that would have occurred had such representation or warranty been deemed to continue down to the Firm Offer Date) where (a) such breach constitutes, or results from an event, fact, change or circumstance that constitutes, a Material Adverse Effect, (b) such breach is incapable of being cured, or if capable of being cured without a Legal Proceeding, is not cured within 30 days of notice requiring such breach to be cured being given to the Company and MSV, provided that such breach is cured by the

Notification Date (or, if not cured by the Notification Date, reasonable steps have been taken to cure such breach, and such breach is likely to be cured within a 30 day period), or if capable of being cured only through a Legal Proceeding, is not cured within 180 days of notice requiring such breach to be cured being given to the Company and MSV, provided that such breach is cured by the Notification Date and (c) the occurrence of such breach is within the reasonable control of either the Company or MSV, Harbinger determining not to give a Notification or   Harbinger withdrawing a Notification it has previously made (unless, in the case of (i) or (ii) the decision of the Company's Board was made as a result of the terms of the Debt Financing being non-compliant pursuant to Section 12.1(d) ).

" Reimbursement Payments " has the meaning set forth in Section 15.3(a) .

" Satellite Contracts " has the meaning set forth in Section 5.23(a) .

" Satisfaction Date " means the date on which all of the Regulatory Approvals have either been (i) granted or satisfied, or in respect of which all applicable waiting periods have expired or been terminated, on terms satisfactory to Harbinger, or (ii) waived by Harbinger and/or the Company as the case may be.

" Scheme " means, should Harbinger elect to implement the Proposal in such way, a scheme of arrangement under Part 26 of the Companies Act 2006, between the Target and its shareholders (or shareholders of a particular class or classes of its shares), and any other holders of securities in the capital of the Target to which the Proposal relates, the full terms of which will be set out in the Scheme Document.

" Scheme Document " means the document to be dispatched to (amongst others) the Target's shareholders (or shareholders of a particular class or classes of shares), and holders of any other securities in the capital of the Target to which the Scheme relates, setting out the full terms of the Scheme and, where the context so admits, includes any form of proxy, election, notice, application, witness statement, court document or other document required in connection with the Scheme.

" SEC " means the US Securities and Exchange Commission.

" SEC Approval " has the meaning set forth in Section 10.1 .

" SEC Reports " means the Exchange Act Reports and the Registration Statements.

" Securities Act " means the US Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.

" Securities Purchase Agreement " has the meaning set forth in the recitals.

" Senior Debt " has the meaning set forth in Section 12.1(a) .

" Significant Subsidiary " means any "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X, including, for the avoidance of doubt, MSV, MSV LLC and, for the purposes of this Agreement, the Canadian Joint Venture

Companies, provided that nothing in this Agreement shall be construed to mean that the Company exercises de jure or de facto control over the Canadian Joint Venture Companies.

" Signing Date " has the meaning set forth in Section 16.13 .

" Special Independent Committee " means the special committee of the Company's Board consisting solely of independent directors not affiliated with Harbinger.

" Sponsor Fee " means $26,410,000.

" Sponsor Fee Payees " has the meaning set forth in Section 17.1(a) .

" Sponsor Fee Shares " has the meaning set forth in Section 17.1(a) .

" Stamp Duty " means stamp duty or stamp duty reserve Tax payable under the Laws of the United Kingdom.

" Stockholder Approval " has the meaning set forth in Section 9.1 .

" Stock Purchase Agreement " has the meaning set forth in the recitals.

" Stock Purchase Closing " has the meaning set forth in Section 3.2 .

" Stock Purchase Price " means $2,400,000,000.

" Subsidiary " means, with respect to any Person, any corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, variable interest entity, trust, or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner, or (ii) at least a majority of the outstanding equity or voting securities or other interest is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, or (iii) of which such Person or any other Subsidiary of such Person has the right, directly or indirectly, to elect a majority of the board of directors or other body performing similar functions with respect to such corporation or organization, or (iv) of which such Person or any other Subsidiary of such Person is the primary beneficiary. "Subsidiary" shall, in the case of the Company, for the avoidance of doubt, include MSV, MSV LLC and, for the purposes of this Agreement, the Canadian Joint Venture Companies, provided that nothing in this Agreement shall be construed to mean that the Company exercises de jure or de facto control over the Canadian Joint Venture Companies, and the Company shall not be deemed for purposes of this Agreement to be a Subsidiary of Harbinger.

" Target " has the meaning set forth in the recitals.

" Target Adjustment Ratchet " means the quotient of the Target Offer Price dividedby the Target Base Price.

" Target Appropriate Offer Price " means the price offered by the Company for each Target Convertible Bond, being an "appropriate offer" for the purposes of the UK Takeover Code on the basis of an offer price for each Target Share equal to the Target Offer Price.

" Target Base Price " means 535.3 pence.

" Target FCC Licenses " means all licenses, permits and authorizations issued by the FCC and held by the Target or any Affiliate of the Target.

" Target Offer Price " means the price at which the Offer becomes or is declared wholly unconditional.

" Target Shares " means the issued and to be issued ordinary shares of €0.0005 in the capital of the Target.

" Tax " means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duties, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy, license, estimated, real property, personal property, windfall profits or other taxes, duties, fees or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

" Tax Return " means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) supplied or required to be supplied to a Tax authority relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

" Tax Saving " has the meaning set forth in Section 20.1 .

" Taxing Authority " means the IRS and any other Governmental Entity responsible for the administration of any Tax.

" Termination Date " has the meaning set forth in Section 21.13 .

" Third-Party Interests " has the meaning set forth in Section 4.8(g) .

" Total Commitment " has the meaning set forth in Section 12.1(g) .

" Traditional Financial Institution " means a "financial institution" as defined in Clause A of Title 11 of the US Code § 101(22) with assets of at least $5,000,000,000, or the international equivalent thereof.

" Transactions " has the meaning set forth in the recitals.

" Triggering Investment " has the meaning set forth in Section 16.13 .

" TTE instruction " means a Transfer to Escrow instruction (as defined by the CREST Manual issued by CRESTCo).

" TVCC " has the meaning set forth in the recitals.

" TVCC Certificate " has the meaning set forth in Section 2.1(c) .

" TVCC Contribution Closing " has the meaning set forth in Section 2.2(c) .

" TVCC Contribution Closing Date " has the meaning set out in Section 2.2(c) .

“ TVCC LLC Agreement ” has the meaning set forth in Exhibit H.

" TVCC LLC Interests " has the meaning set forth in the recitals.

" TVCC LLC Interests Value " means $239,870,000.

" TVCC Lease " means collectively, (i) the Master Agreement, dated July 16, 2007, between LeaseCo, Crown Castle MM Holding, LLC, and its subsidiary, OP LLC, and (ii) the Long-Term De Facto Transfer Lease Agreement, dated July 23, 2007, between LeaseCo and OP LLC.

" TVCC Material Adverse Effect " means any event that has occurred and remains uncured that has had, or is likely to have, a materially adverse effect on LeaseCo’s rights to use the TVCC Spectrum License, other than a material adverse effect that results from (a) conditions generally affecting the industry in which LeaseCo principally operates, (b) changes in Law or policy (including FCC rules and policies) generally affecting similarly situated FCC licensees or lessees in the wireless communications industry, (c) general economic conditions, or (d) a breach of the Consulting Agreement resulting from the gross negligence or willful misconduct of the Company.

" TVCC Spectrum License " means the nationwide license issued by the FCC (FCC Call Sign WPYQ831) for 1670-1675 MHz spectrum leased to LeaseCo pursuant to the TVCC Lease.

" UKLA " means the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000.

" UK Takeover Code " means the UK's City Code on Takeovers and Mergers.

" UK Takeover Panel " means the UK's Panel on Takeovers and Mergers.

" US " means the United States of America.

" Voting Common Stock " has the meaning set forth in the recitals.

" Waiver Notification " has the meaning set forth in Section 14.2(a) .

" $ " or " dollars " means dollars and cents, the lawful currency of the United States of America.

" £ " or " pence " means pounds sterling and pence, the lawful currency of the United Kingdom.

" € " or " euro " means the lawful currency of those member countries of the European Economic and Monetary Union that have opted to adopt the single European currency.

Section 1.2         Other Definitional and Interpretive Matters . Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply.

(a)          Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.

(b)          Exhibits . The Exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any Exhibit but not otherwise defined therein are used therein with the definition set forth in the body of this Agreement.

(c)          Gender . Any reference in this Agreement to gender shall include all genders.

(d)          Headings . The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any "Article" or "Section" are to the corresponding Article or Section of this Agreement unless otherwise specified.

(e)          Herein . The words such as "herein," "hereinafter," "hereof," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

(f)          Including . The word "including" or any variation thereof means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(g)          No Strict Construction . The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

(h)          Singular and Plural . Each definition used in this Agreement includes the singular and the plural.

Section 2.1         Agreement to Contribute Assets .

(a)         Subject to the terms and conditions set forth in this Agreement, and subject to the receipt of the requisite Regulatory Approvals and Stockholder Approval and subject to Completion occurring:

(i)         at the Contribution Shares Closing, subject to Section 2.1(b) , Harbinger Master and Harbinger Special shall assign, transfer and deliver to the Company all, but not less than all, of the Contribution Shares, in exchange for which the Company shall indefeasibly issue a number of fully-paid, non-assessable shares of Voting Common Stock equal to the quotient of the Contribution Shares Value divided by the Agreed Issue Price (rounded to the nearest whole number of shares of Voting Common Stock), to Harbinger Master, Harbinger Special, the Harbinger Satellite Fund and/or one or more Harbinger Designees, as instructed in writing by Harbinger at least one (1) Business Day prior to the Contribution Shares Closing Date;

(ii)        at the Convertible Bonds Closing:

(A)              Harbinger Master and Harbinger Special shall assign, transfer and deliver to the Company all, but not less than all, of the Convertible Bonds, in exchange for which the Company shall indefeasibly issue a number of fully-paid, non-assessable shares of Voting Common Stock equal to the quotient of the Convertible Bonds Value divided by the Agreed Issue Price to Harbinger Master, Harbinger Special,  Harbinger Satellite Fund and/or one or more Harbinger Designees, as instructed in writing by Harbinger at least one (1) Business Day prior to the Convertible Bonds Closing Date; or

(B)              if the Convertible Bonds convert into Target Shares following the execution and delivery of this Agreement but prior to the Convertible Bonds Closing Date, Harbinger Master and Harbinger Special shall, subject to Section 2.1(b) , assign, transfer and deliver to the Company all, but not less than all, of such Target Shares (the " Converted Shares "), in exchange for which the Company shall indefeasibly issue a number of fully-paid, non-assessable shares of Voting Common Stock equal to the quotient of the Converted Shares Value divided by the Agreed Issue Price, to Harbinger Master, Harbinger Special, Harbinger Satellite Fund and/or one or more Harbinger Designees, as instructed in writing by Harbinger at least one (1) Business Day prior to the Convertible Bonds Closing Date; or

(C)              if the Convertible Bonds are redeemed, following the execution and delivery of this Agreement but prior to the Convertible Bonds Closing Date, at their Accreted Principal Amount on the Final Maturity Date (as each such term is defined in the terms and conditions of the Convertible Bonds), Harbinger Master and Harbinger Special shall transfer to the Company an amount equal to the Cash

Redemption Amount, payable by wire transfer to an account notified in writing by the Company to Harbinger at least three (3) Business Days prior to the Convertible Bonds Closing Date, in exchange for which the Company shall indefeasibly issue a number of fully-paid, non-assessable shares of Voting Common Stock equal to the quotient of the Cash Redemption Amount divided by the Agreed Issue Price, to Harbinger Master, Harbinger Special, the Harbinger Satellite Fund and/or one or more Harbinger Designees, as instructed in writing by Harbinger at least one (1) Business Day prior to the Convertible Bonds Closing Date.

For the avoidance of doubt, Harbinger shall have the right, in its sole discretion, to determine whether to transfer, convert or redeem the Convertible Bonds, provided it complies with its respective obligations set forth in this Section 2.1(a)(ii) .

(b)         If the Proposal is successfully implemented by way of a Scheme, Harbinger Master and Harbinger Special may discharge their respective obligations pursuant to Sections 2.1(a)(i)  and 2.1(a)(ii)(B)  by agreeing to the cancellation of the Contribution Shares and any Converted Shares pursuant to the Scheme (or any separate scheme of arrangement that is conditioned upon the Scheme), provided that the consideration to which each of Harbinger Master and Harbinger Special shall be entitled in connection with such cancellation shall be the issue of the number of shares of Voting Common Stock to which each of them is respectively entitled pursuant to Sections 2.1(a)(i)  and 2.1(a)(ii)(B) , and not the consideration available pursuant to the Scheme.

(c)         Subject to the terms and conditions set forth in this Agreement and the delivery by Harbinger Master and Harbinger Special of a certificate dated as of the TVCC Contribution Closing Date, substantially in the form set forth in Exhibit H (the " TVCC Certificate "), at the TVCC Contribution Closing, Harbinger Master and Harbinger Special shall assign, transfer and deliver, or shall cause the assignment, transfer and delivery, to the Company of all, but not less than all, of the TVCC LLC Interests, in exchange for which the Company shall indefeasibly issue a number of fully-paid, non-assessable shares of Voting Common Stock equal to the quotient of the TVCC LLC Interests Value divided by the Agreed Issue Price to Harbinger Master, Harbinger Special, the Harbinger Satellite Fund and/or one or more Harbinger Designees, as instructed in writing by Harbinger at least one (1) Business Day prior to the TVCC Contribution Closing Date. Subject to the TVCC Contribution Closing occurring, the Company shall assume responsibility for all payments accruing as from the TVCC Contribution Closing Date under the TVCC Lease and at the TVCC Contribution Closing the Company shall pay to Harbinger an amount in cash equal to prepaid annual lease fees paid in accordance with Section 5(a) of the Long Term De Facto Lease Agreement dated July 23, 2007 by and between OP LLC and LeaseCo as of the TVCC Contribution Closing Date with respect to periods after the TVCC Contribution Closing Date.

(d)         Notwithstanding the transfer of the TVCC LLC Interests, Harbinger Master and Harbinger Special shall retain all their respective obligations under the LLC Note.

Section 2.2         Contribution Closings .

(a)         Subject to receipt of the requisite Regulatory Approvals and Stockholder Approval and subject to Completion occurring, the closing of the contribution of the Contribution Shares and the issuance of the relevant portion of the Harbinger Contribution Shares pursuant to Section 2.1(a)(i)  and/or 2.1(b)  (together, the " Contribution Shares Closing ") shall occur on:

(i)           the date of Completion, if the Proposal is successfully implemented by way of a Scheme and Harbinger elects to discharge its obligations in accordance with Section 2.1(b) ;

(ii)           the date that is three (3) Business Days after the expiry of the Offer, if the Proposal is successfully implemented by way of an Offer; or

(iii)           such other date as the Company and Harbinger may agree.

Such date is herein referred to as the " Contribution Shares Closing Date ".

(b)         Subject to receipt of the requisite Regulatory Approvals and Stockholder Approval and subject to Completion occurring, the closing of the contribution of the Convertible Bonds, Converted Shares or Cash Redemption Amount (as the case may be) and the issuance of the relevant portion of the Harbinger Contribution Shares pursuant to Section 2.1(a)(ii)  and/or Section 2.1(b)  (together, the " Convertible Bonds Closing ") shall occur on:

(i)           the date of Completion, if the Proposal is successfully implemented by way of a Scheme and Harbinger elects to discharge its obligations in accordance with Section 2.1(b) ;

(ii)           the date that is three (3) Business Days after the expiry of the Offer, if the Proposal is successfully implemented by way of an Offer and Harbinger determines to transfer or convert the Convertible Bonds;

(iii)           the date that is five Business Days following the Change of Control Event Put Date (as defined in the conditions of the Convertible Bonds) if Harbinger determines to redeem the Convertible Bonds;

(iv)           such other date as the Company and Harbinger may agree.

Such date is herein referred to as the " Convertible Bonds Closing Date ".

(c)         Subject to receipt of the requisite Regulatory Approvals and Stockholder Approval, delivery by Harbinger Master and Harbinger Special of a duly executed TVCC Certificate, and subject to Completion occurring, the closing of the contribution of the TVCC LLC Interests and the issuance of the Harbinger Contribution Shares pursuant to Section 2.2(c) (the " TVCC Contribution Closing ") shall occur on:

(i)           the Closing Date; or

(ii)           such other date as the Company and Harbinger may agree.

Such date is herein referred to as the " TVCC Contribution Closing Date ".

(d)         Each of the Contribution Closings shall be held at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, at 10:00 a.m. on the Contribution Shares Closing Date, the Convertible Bonds Closing Date or the TVCC Closing Date, as the case may be, or at such other time and at such other place as the Company and Harbinger may agree.

Section 3.1         Stock Purchase . Subject to the terms and conditions set forth in the Stock Purchase Agreement, the Harbinger Satellite Fund or one or more Harbinger Designees shall purchase from the Company for the Cash Purchase Price, and the Company shall indefeasibly issue and sell to the Harbinger Satellite Fund or the relevant Harbinger Designee, on the Closing Date the number of shares of Voting Common Stock as is determined in accordance with the provisions of the Stock Purchase Agreement (the " Harbinger Purchased Shares ").

Section 3.2         Closing . The closing (the " Stock Purchase Closing ") of the issuance of the Harbinger Purchased Shares shall occur on the Closing Date subject to and upon the terms and conditions set forth in the Stock Purchase Agreement.

Harbinger acknowledges that (i) the representations and warranties in this Article IV  have been a material and necessary inducement for the Company and MSV to agree to enter into this Agreement and the Stock Purchase Agreement and to accept the contribution of the Contribution Assets and to issue the Harbinger Shares and (ii) the Company and MSV are relying on such representations and warranties. Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to the Company by Harbinger concurrently with the execution and delivery of this Agreement (the " Harbinger Disclosure Schedule "), or to the extent that the qualifying nature of such disclosure with respect to another section or subsection is reasonably apparent on the face of the Harbinger Disclosure Schedule, each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund represents and warrants to the Company and MSV as of the date hereof and, other than with respect to Section 4.3 , as of the Notification Date:

Section 4.1         Corporate Status, Power and Authority .

(a)         Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund (a) has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate or other, as applicable, power and authority to own its property and assets and to transact the business in which it is engaged, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not prevent, materially delay

 or materially impede the consummation of the Transactions and (b) has duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified, except where the failure to be so qualified or be in good standing would not prevent, materially delay or materially impede the consummation of the Transactions. None of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund is currently in violation of any of the provisions of its Organizational Documents, each as amended to date.

(b)         All corporate or other, as applicable, action on the part of each of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund necessary for the authorization, execution, delivery and performance of this Agreement and the Stock Purchase Agreement has been taken. Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund has all requisite corporate or other power and authority to enter into this Agreement and the Stock Purchase Agreement and to carry out and perform its obligations under the terms hereof and thereof.

Section 4.2         No Conflicts . None of the execution, delivery and performance by each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund of this Agreement and the Stock Purchase Agreement or compliance by each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund with the terms and provisions hereof and thereof (a) will contravene any applicable provision of any applicable Law, (b) will conflict with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Encumbrance upon any of the property or assets of any of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other material instrument to which any of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund is a party or by which it or any of its property or assets are bound or to which it may be subject, or result in the acceleration of any obligation of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund or (c) will violate any provision of its Organizational Documents, each as amended to date, except in the case of (a) or (b), where such breach or conflict would not prevent, materially delay or materially impede the consummation of the Transactions.

Section 4.3         No Consents Required . No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund of this Agreement and the Stock Purchase Agreement, the contribution of the Contribution Assets and the acceptance of the Harbinger Shares and compliance by Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund with the terms hereof and the consummation of the Transactions, except for (i) the consents, approvals, authorizations, orders, registrations or qualifications set forth in Section 8.1 , including the FCC Approvals and Other Regulatory Approvals; and (ii) such consents, approvals, authorizations, orders, registrations or qualifications the failure of which to obtain or make, individually or in the aggregate, would not prevent, materially delay or materially impede the consummation of the Transactions or could be obtained in the period from the Firm Offer Date up to but not including Completion.

Section 4.4         Unregistered Securities .

(a)          Investment . Except insofar as rights are conferred on any other participants of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund under the rules of those funds, the Harbinger Shares are being acquired for their own accounts and with no intention of distributing the Harbinger Shares or any part thereof, and none of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund has any present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the Securities Act or the securities or blue sky laws of any other jurisdiction. If any of Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite Fund or any Harbinger Designee should in the future decide to dispose of any of the Harbinger Shares, each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund understands and hereby agrees that it may do so only in compliance with the Securities Act and applicable securities and blue sky laws of any other jurisdiction, as then in effect, which may include a sale contemplated by any registration statement pursuant to which the Harbinger Shares are then being offered.

(b)          Exemption . Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund understands that (i) the Harbinger Shares (A) have not been registered under the Securities Act or any state securities Laws, (B) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and/or Regulation D promulgated thereunder and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities Laws which relate to private offerings, and (ii) each of Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite Fund and any Harbinger Designee must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities Laws or is exempt therefrom. Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund acknowledges that each of the Company and MSV is relying in part upon the truth and accuracy of, and each of Harbinger Master's, Harbinger Special's, Harbinger Fund’s and Harbinger Satellite Fund's compliance with, the representations, warranties, agreements, acknowledgments and understandings of each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund set forth herein in order to determine the availability of such exemptions and eligibility of Harbinger Master, Harbinger Special, Harbinger Fund, Harbinger Satellite Fund or any Harbinger Designee to acquire the Harbinger Shares.

(c)          Investor Representations . Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund represents and warrants to the Company and MSV that (i) it is and any Harbinger Designee will be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, (ii) by reason of its business and financial experience, it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Harbinger Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment; and (iii) it is an existing security holder of the Company (except for Harbinger Satellite Fund), has reviewed the information contained in the Registration Statements, is relying

solely upon the advice of its own financial, legal and tax advisors, and has made its own independent investigation and evaluation of the merits and risks of the investments in the Harbinger Shares.

(d)          Legend . It is understood that any certificates evidencing the Harbinger Shares will bear the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION."

The certificates evidencing the Harbinger Shares shall not be required to contain such legend or any other legend after (i) such securities are registered for resale under the Securities Act, (ii) following any sale of such securities pursuant to and in accordance with Rule 144 or (iii) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the SEC).

(e)          No General Solicitation or Advertising . Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund acknowledges that neither it nor any Harbinger Designee is purchasing the Harbinger Shares as a result of any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television.

(f)          Independent Evaluation . Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund has independently evaluated the merits of its decision to purchase or to cause a Harbinger Designee to purchase the Harbinger Shares. Each of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund has been afforded the opportunity, directly and through any advisors, to ask questions of the Company and MSV.

Section 4.5         Ownership of Contribution Shares and Convertible Bonds . Harbinger owns, as of the date hereof, and as of the Notification Date, the Contribution Shares Closing Date and the Convertible Bonds Closing Date, respectively, good and valid title to the Contribution Shares and (subject to Sections 2.1(a)(ii)  and 2.1(b) ) the Convertible Bonds, in each case, free and clear of all Encumbrances. On the Contribution Shares Closing Date and the Convertible Bonds Closing Date, Harbinger Master and Harbinger Special will have transferred to the Company, and the Company will have acquired with full title guarantee (as such expression is interpreted under English law), good and valid title to, respectively, the

Contribution Shares and the Convertible Bonds (or, as the case may be, the Converted Shares), in each case, free and clear of all Encumbrances.

Section 4.6         Litigation . As of the date hereof, there are no civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of Harbinger, threatened against Harbinger Master, Harbinger Special or Harbinger Satellite Fund that would prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement. As of the date hereof none of Harbinger Master, Harbinger Special, Harbinger Fund or Harbinger Satellite Fund, or any material property or asset of Harbinger Master, Harbinger Special, Harbinger Fund and Harbinger Satellite Fund, is subject to any settlement or similar agreement with any Governmental Entity, or to any order, judgment, decree, injunction or award of any Governmental Entity that would prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement.

Section 4.7         Advisors . No agent, broker, investment banker, financial advisor, legal advisor or other Person is, or shall be entitled, as a result of the Company's failure to deliver the Company Approval in accordance with Section 13.5 , to fees or commissions that are greater than the fees or commissions such advisors would be entitled to receive in connection with the successful completion of the Transactions.

Section 4.8          TVCC .

(a)          TVCC LLC Interests . On the TVCC Contribution Closing Date, Harbinger will have transferred or will have caused to be transferred to the Company and the Company will have acquired, good and valid title to the TVCC LLC Interests, free and clear of all Encumbrances.

(b)          Organization and Standing . TVCC and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite limited liability company or corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted. TVCC and each of its Subsidiaries is duly qualified or authorized to do business as a foreign limited liability company or corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a TVCC Material Adverse Effect.

(c)          Capitalization. From and after the Option Closing Date, (i) the authorized capitalization of TVCC will consist of 150,000,000 Class A Preferred Units, 50,000,000 Class B Preferred Units and 300,000,000 Common Units and (ii) Harbinger Master and Harbinger Special will own 150,000,000 Class A Preferred Units and 225,000,000 Common Units. At the TVCC Contribution Closing Harbinger will transfer or cause to be transferred to the Company all of the outstanding equity interests in TVCC free and clear of any Encumbrance. As of the TVCC Contribution Closing Date, (i) TVCC will own, through wholly-owned Subsidiaries, all of the outstanding equity interests of LeaseCo, free and clear of any Encumbrance, (ii) there will be no existing option, warrant, call, right or Contract of any

character to which either TVCC or LeaseCo is a party or by which it is bound requiring the issuance, delivery, sale, repurchase, redemption or transfer of any equity securities of TVCC or LeaseCo, (iii) there will be no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to TVCC or LeaseCo or the equity interests of either of them, and (iv) neither Harbinger, TVCC nor LeaseCo will be a party to any Contract with respect to the voting, redemption, repurchase, sale, transfer or other disposition of the equity securities of TVCC or LeaseCo.

(d)          No Conflicts . Assuming the receipt of the requisite Regulatory Approvals, none of the execution and delivery by Harbinger of this Agreement, or the consummation of the transactions to be effected hereunder will conflict with or result in any breach, violation of or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrances upon the properties or assets of TVCC or any of its Subsidiaries under any provision of (i) the Organizational Documents of TVCC or any of its Subsidiaries; (ii) any Contract to which TVCC or any of its Subsidiaries is a party or by which any of the properties or assets of TVCC or any of its Subsidiaries are bound; (iii) any Governmental Authorization or Order of any Governmental Entity applicable to TVCC or any of its Subsidiaries or (iv) any applicable Law.

(e)          Consents of Third Parties . Except for the Regulatory Approvals, no Order, Permit or declaration or filing with, or notification to, consent, waiver or approval of any Person or Governmental Entity is required on the part of TVCC or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions to be effected at the TVCC Contribution Closing.

(f)          Absence of Encumbrances . After consummation of the transactions to be effected at the TVCC Contribution Closing, the Company will own all of the outstanding equity interests of TVCC free and clear of any Encumbrance.

(g)          TVCC Subsidiaries . Section 4.8(g)  of the Harbinger Disclosure Schedule sets forth the name of each Subsidiary of TVCC, the jurisdiction of its organization and the percentage of the outstanding capital stock (or membership interest or partnership interest) of each Subsidiary owned by TVCC. Except as set forth in Section 4.8(g)  of the Harbinger Disclosure Schedule, neither TVCC nor any of its Subsidiaries owns, directly or indirectly, any shares of capital stock or equity or ownership interests in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other Person (collectively, " Third-Party Interests "). Neither TVCC nor any of its Subsidiaries has any rights or is bound by any Contract to acquire, directly or indirectly, any Third-Party Interests or to make any investment in any Person.

(h)          Litigation . As of the date hereof, except as set forth in Section 4.8(h)  of the Harbinger Disclosure Schedule there are (a) no Legal Proceedings pending or, to the knowledge of Harbinger, threatened against TVCC or any of its Subsidiaries, and (b) no Orders of any Governmental Entity outstanding against TVCC or any of its Subsidiaries.

(i)          No Undisclosed Liabilities . As of the date hereof, except (a) for the obligations of LeaseCo under the TVCC Lease and any Contract set forth in Section 4.8(i)  of the Harbinger Disclosure Schedule, (b) as set forth in this Agreement, or (c) as set forth in the LeaseCo Financial Statements, neither TVCC nor any of its Subsidiaries has any Liabilities that are, or would reasonably be expected to be, material to TVCC and its Subsidiaries taken as a whole.

(j)          LeaseCo Financial Statements . Harbinger has delivered to the Company the unaudited consolidated balance sheets and related statements of income of LeaseCo as of December 31, 2007 (the " LeaseCo Financial Statements "). The LeaseCo Financial Statements are accurate and complete in all material respects as at December 31, 2007 and were prepared from the books and records of LeaseCo as at that date. The LeaseCo Financial Statements and any notes related thereto fairly present in all material respects the consolidated financial condition and the results of operations of LeaseCo at December 31, 2007 and for the periods referred to in such financial statements. Since December 31, 2007, no event has occurred that has had or is likely to have a material adverse effect on LeaseCo's rights to use the TVCC Spectrum License, other than a material adverse effect that results from conditions generally affecting the industry in which LeaseCo principally operates, or from changes in law, regulation or policy (including, without limitation, FCC Rules and policies) generally affecting similarly situated FCC licensees or lessees in the wireless communications industry or general economic, political or market conditions.

(k)          Taxes . LeaseCo has prepared and filed with all appropriate Governmental Entities all material Tax Returns by the Tax date such Tax Returns were due to be filed (after giving effect to extensions timely filed), and all such Tax Returns are correct and complete in all material respects. LeaseCo has paid in full all Taxes due and payable, whether or not shown on such Tax Returns, or has made adequate provisions for all material Taxes on the latest balance sheet date included in the LeaseCo Financial Statements. No examination or audit of any Tax Return relating to any Taxes of LeaseCo or with respect to any Taxes due from or with respect to LeaseCo by any Taxing Authority is currently in progress and no written notice thereof has been received. No assessment of Tax has been proposed in writing against LeaseCo or any of its assets or properties. There are no outstanding agreements, waivers or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to LeaseCo for any Taxable period. LeaseCo has always been classified as a partnership or a disregarded entity, and not as a corporation, for US federal income tax purposes and for purposes of all applicable state and local income and franchise Taxes imposed on (or measured by) the net income of LeaseCo.

(l)           TVCC Lease .

(i)         LeaseCo has entered into the TVCC Lease, complete and accurate copies of which have been delivered to the Company. LeaseCo is qualified under the FCC Rules and the Communications Act to lease the TVCC Spectrum License and the FCC has consented to the TVCC Lease. There is no Order outstanding against LeaseCo relating to or involving the TVCC Spectrum License that will, or would reasonably be expected to, materially impair or otherwise materially and adversely affect LeaseCo's interest in the TVCC Spectrum License (other than Encumbrances that are imposed

generally by the FCC on all licenses and spectrum leases in the same class of service as the TVCC Spectrum License).

(ii)        LeaseCo has performed as of the date of this Agreement, and will have performed as of the TVCC Contribution Closing Date, all of its obligations required to have been performed under the TVCC Lease and applicable FCC rules and regulations regarding spectrum leasing (" FCC Spectrum Lease Rules "), except for those the non-performance of which would not have a TVCC Material Adverse Effect. No event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a breach or default under the TVCC Lease or FCC Spectrum Lease Rules, which permits or, after notice or lapse of time or both, would permit revocation, cancellation, suspension or adverse modification of the TVCC Lease, or which might adversely affect the rights of LeaseCo under the TVCC Lease, except for those the occurrence of which would not have a TVCC Material Adverse Effect.

(iii)        As of the date hereof, LeaseCo has made all regulatory filings required, and paid all applicable fees and assessments imposed, with respect to the TVCC Lease by any Governmental Entity, including but not limited to FCC regulatory fees, Universal Service Fund contributions, Telecommunications Relay Service Fund contributions, and North American Numbering Plan fees, and all such filings and the calculation of such fees, are accurate in all material respects.

(iv)        Harbinger has no reason to believe, based on conditions or events existing prior to or at the date of this Agreement, that the TVCC Spectrum License will be or is reasonably likely to be terminated or otherwise revoked prior to its scheduled termination date.

(m)          LeaseCo Insurance . LeaseCo's insurance policies are in full force and effect and LeaseCo has timely paid all applicable premiums thereunder.

(n)          LeaseCo Contracts and Obligations . Section 4.8(n)  of the Harbinger Disclosure Schedule sets forth a list of all Contracts to which LeaseCo is a party or by which LeaseCo is bound as of the date hereof, other than immaterial contracts that can be cancelled by LeaseCo on 30 days' notice or less, without any penalty or continued liability. As at the date hereof all of such Contracts are valid, binding and in full force and effect on LeaseCo. Except as set forth in Section 4.8(n)  of the Harbinger Disclosure Schedule, LeaseCo is not in default under any material provision of any of such Contracts and, to the knowledge of Harbinger, no other party to any such Contracts is in default under any material provision thereof.

(o)          LeaseCo Compliance . As at the date hereof to the best of Harbinger's knowledge, LeaseCo has, in all material respects, complied with all Laws and Orders applicable to LeaseCo including its business. To the best knowledge of Harbinger, LeaseCo has all material Permits required by applicable Laws.

(p)          LeaseCo Environmental Matters . To the best of Harbinger's knowledge, LeaseCo is in material compliance with all Laws promulgated (i) to prohibit, regulate or control hazardous materials or (ii) to protect the environment.

(q)          OP LLC . To the best of Harbinger's knowledge, all of the warranties made in this Article IV , insofar as they relate to LeaseCo's compliance with the Communications Act, FCC Rules, and the TVCC Lease, are also true and correct with respect to OP LLC's compliance with the Communications Act, FCC Rules, and the TVCC Lease.

Section 4.9         FIRPTA.

None of the Contribution Assets constitutes, in whole or in part, a “United States real property interest” as determined pursuant to Section 897 of the Code and the Treasury Regulations thereunder.

Section 4.10        Tax Matters .

Harbinger is not aware of any fact or circumstance that would, if Harbinger elects to exercise its rights pursuant to Section 20.3(a) or (c), prevent the contribution of the Contribution Assets and, with respect to the transaction described in Section 20.3(c), the contribution of the Common Stock to New Parent that is deemed to occur as a consequence of the transactions described therein from qualifying as an exchange governed by Section 351(a) of the Code.

Each of the Company and MSV acknowledges that (i) the representations and warranties in this Article V  have been a material and necessary inducement for Harbinger to agree to enter into this Agreement and the Stock Purchase Agreement and to contribute the Contribution Assets and to acquire the Harbinger Shares and (ii) Harbinger is relying on such representations and warranties. Except (i) as set forth in the corresponding sections or subsections of the disclosure schedule delivered to Harbinger by the Company concurrently with the execution and delivery of this Agreement (the " Company Disclosure Schedule "), or to the extent that the qualifying nature of such disclosure with respect to another section or subsection is reasonably apparent on the face of the Company Disclosure Schedule and (ii) as disclosed in the SEC Reports filed after December 31, 2007 but prior to the date of this Agreement (the " Filed SEC Reports ") (excluding any disclosures set forth in any section of a Filed SEC Report entitled "Risk Factor" or "Forward-Looking Statements"), each of the Company and MSV hereby represents and warrants to Harbinger as of the date hereof and, other than with respect to Section 5.6 , as of the Bring Down Date.

Section 5.1         Corporate Status . Each of the Company and MSV and its Subsidiaries (a) has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or other entity, as applicable, power to own its property and assets and to transact the business in which it is engaged and presently proposed to engage and (b) has duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified, except where the failure to be so qualified or be in good standing would reasonably be expected to have, individually or

in the aggregate, a Material Adverse Effect. Neither of the Company nor any of its Significant Subsidiaries is currently in violation of any of the provisions of its Organizational Documents, each as amended to date. Section 5.1  of the Company Disclosure Schedule contains a correct and complete list as of the date hereof of each jurisdiction where the Company and/or each of its Subsidiaries is organized and/or qualified to do business.

Section 5.2         Capitalization .

(a)         Section 5.2(a) of the Company Disclosure Schedule discloses the number of authorized, issued and outstanding shares of capital stock of the Company, and outstanding warrants and options to purchase capital stock of the Company as of the date hereof. As of the date hereof, 1,596,571 shares of Common Stock are reserved for future issuance pursuant to outstanding options. As at the date hereof, 12,828,411 shares of Common Stock are reserved for the MSV Option Exchange and up to 13,139,696 shares of Common Stock are reserved for future issuance pursuant to outstanding warrants issued by the Company. As of the date hereof, a total of 11,030,259 additional shares of Common Stock are authorized and reserved for future issuance pursuant to option and other equity plans adopted or approved by the Company. As of the date hereof, except as further disclosed in Section 5.2(a) of the Company Disclosure Schedule, there are no other outstanding options, warrants, rights (including conversion or preemptive rights) or any agreement for the purchase or acquisition from the Company of any shares of the Company's capital stock or voting agreements with respect to equity of the Company or any of its Subsidiaries. All outstanding shares of the capital stock of the Company have been duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in Section 5.2(a) of the Company Disclosure Schedule, there are no obligations, contingent or otherwise, of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stock or other equity securities of the Company or its Subsidiaries. Except as disclosed in Section 5.2(a) of the Company Disclosure Schedule, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders). None of the outstanding shares of capital stock of the Company were issued in violation of the Securities Act or any state securities Laws.

(b)          Section 5.2(b)  of the Company Disclosure Schedule discloses the number of authorized, issued and outstanding limited partnership units of MSV, and outstanding warrants and options to purchase limited partnership units of MSV as of the date hereof. As of the date hereof, 100,000 limited partnership units were reserved for future issuance pursuant to outstanding options, restricted shares/phantom units, and warrants issued by MSV (assuming the consummation of the MSV Option Exchange). As of the date hereof, 6,400,000 additional limited partnership units were authorized and reserved for future issuance pursuant to option and other equity plans adopted or approved by MSV (assuming the consummation of the MSV Option Exchange). As of the date hereof, except as disclosed in Section 5.2(b) of the Company Disclosure Schedule, there are no other outstanding options, warrants, rights (including conversion or preemptive rights) or any agreement for the purchase or acquisition from MSV or any wholly-owned Subsidiary of any of MSV's limited partnership units or voting agreements with respect to equity of MSV. All outstanding limited partnership units of MSV have been duly authorized, validly issued, fully paid and non-assessable. Except as disclosed in Section 5.2(b)  of the Company Disclosure Schedule, there are no anti-dilution or price adjustment provisions contained in any security

issued by MSV (or in any agreement providing rights to security holders). None of the outstanding limited partnership units of MSV were issued in violation of the Securities Act or any state securities Laws.

Section 5.3         Corporate Power and Authority . All corporate action on the part of each of the Company, MSV and MSV LLC necessary for the authorization, execution, delivery and performance of this Agreement, the Stock Purchase Agreement, the Consulting Agreement and the Registration Rights Agreement has been taken. Each of the Company, MSV and MSV LLC has all requisite corporate power and authority to enter into this Agreement, the Stock Purchase Agreement, the Consulting Agreement and the Registration Rights Agreement and to carry out and perform its obligations under the terms hereof and thereof. The Boards of the Company, MSV and MSV LLC have each approved the entering into of this Agreement, the Stock Purchase Agreement, the Consulting Agreement and the Registration Rights Agreement and the performance of their obligations hereunder and thereunder in accordance with the terms of this Agreement, the Stock Purchase Agreement, the Consulting Agreement and the Registration Rights Agreement and have approved (i) the making of the Possible Offer Announcement pursuant to Section 7.2 ; (ii) the obtaining of the Regulatory Approvals subject to the terms and conditions set forth in Article VIII ; (iii) the obtaining of the Stockholder Approval to increase the Company's authorized share capital subject to the terms and conditions set forth in Article IX ; (iv) the raising of the Debt Financing subject to the terms and conditions set forth in Article XII ; (v) the Contribution Closing subject to the terms and conditions set forth in Article II ; (vi) the issuance of the Harbinger Purchased Shares subject to the terms and conditions set forth in the terms of the Stock Purchase Agreement; (vii) the issuance of the Sponsor Fee Shares subject to the terms and conditions set forth in Article XVII ; and (viii) the implementation of the No-Deal Rights Offering subject to the terms and conditions set forth in Article XIX .

Section 5.4         Valid Issuance of Harbinger Shares . The Harbinger Shares issuable on the relevant Contribution Closing Date or the Closing Date or such other date as may be agreed subject to the terms and conditions set forth in this Agreement and the Stock Purchase Agreement against receipt from Harbinger of the Contribution Assets and from Harbinger Satellite Fund or a Harbinger Designee of the Cash Purchase Price will, subject to obtaining the Stockholder Approval in accordance with Article IX , have been duly authorized and, when issued upon the relevant Contribution Closing Date, the Closing Date or such other date as may be agreed subject to the terms and conditions set forth in this Agreement and the Stock Purchase Agreement will be validly issued, fully paid and non-assessable and free of any Encumbrances, other than any such Encumbrances created by Harbinger.

Section 5.5         No Violation . None of the execution, delivery and performance by each of the Company, MSV and MSV LLC of this Agreement, the Stock Purchase Agreement, the Consulting Agreement and the Registration Rights Agreement or compliance with the terms and provisions hereof and thereof (a) will contravene any applicable provision of any applicable Law, (b) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Encumbrance upon any of the property or assets of any of the Company, MSV, MSV LLC or any of their Significant Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other material instrument to which any of the Company, MSV, MSV LLC or any of their Significant Subsidiaries is a party or by which it or

any of its or their property or assets are bound or to which it may be subject, or result in the acceleration of any obligation of the Company, MSV, MSV LLC or any of their Significant Subsidiaries or (c) will violate any provision of its Organizational Documents, each as amended to date, except in the case of (a) or (b), where such breach or conflict would not reasonably be expected to have a Material Adverse Effect.

Section 5.6         No Consents Required . Assuming the accuracy of Harbinger's representations and warranties set forth in this Agreement, no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company, MSV or MSV LLC of this Agreement, the Stock Purchase Agreement and the Registration Rights Agreement, the acceptance of the Contribution Assets and the issuance of the Harbinger Shares and compliance by the Company with the terms hereof and the consummation of the Transactions, except for (i) the consents, approvals, authorizations, orders, registrations or qualifications detailed in Section 8.1 , including the FCC Approvals and other Regulatory Approvals; (ii) the consents, approvals, authorizations, orders, registrations, qualifications, notices or filings set forth on Section 5.6  of the Company Disclosure Schedule; and (iii) such consents, approvals, authorizations, orders, registrations or qualifications the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, or could be obtained in the period from the Firm Offer Date up to but not including Completion.

Section 5.7         Company Financial Statements; Indebtedness .

(a)         The financial statements and supporting schedules included in the Filed SEC Reports (the " Company Financial Statements ") present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates specified and the consolidated results of their operations and cash flows for the periods specified, in each case, in conformity with GAAP applied on a consistent basis during the periods involved, except as indicated therein or in the notes thereto.

(b)         Except for Indebtedness disclosed in Section 5.7(b)  of the Company Disclosure Schedule or the Company Financial Statements, the Company and its Significant Subsidiaries, taken as a whole, have no Indebtedness outstanding at the date hereof.

Section 5.8         Business Plan . The Company has provided to Harbinger a complete and accurate copy of its current Business Plan as of the date hereof.

Section 5.9         Internal Accounting Controls . The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) for the Company and designed such disclosure controls

and procedures to reasonably ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

Section 5.10       No Material Adverse Effects . Except as set forth on Schedule 5.10, (a) since December 31, 2007 no event or events have occurred which, either alone or together with other events or circumstances have had, or would reasonably be expected to have, a Material Adverse Effect and (b) since December 31, 2007 through the date hereof, no event has occurred, and the Company has not taken any action, that would have required the consent of Harbinger pursuant to Section 16.1  had such event or action occurred after the date of this Agreement. For the avoidance of doubt, the Filed SEC Reports do not disclose the occurrence of any event or events that have had, or would reasonably be expected to have, a Material Adverse Effect.

Section 5.11       Independent Accountants . As of the date hereof, Ernst & Young LLP, who has certified certain financial statements of the Company, is the independent registered public accounting firm with respect to the Company within the applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

Section 5.12       Litigation . As of the date hereof other than as set forth in Section 5.12   of the Company Disclosure Schedule, there are no civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the best knowledge of the Company, threatened against the Company or any of its Subsidiaries. As of the date hereof neither the Company nor any of its Subsidiaries, or any material property or Assets of the Company or any of its Subsidiaries, is subject to any settlement or similar agreement with any Governmental Entity, or to any order, judgment, decree, injunction or award of any Governmental Entity.

Section 5.13       Tax Matters . Except as would not reasonably be expected to have a Material Adverse Effect and except as disclosed in Section 5.13 of the Company Disclosure Schedule, (a) each of the Company and its Subsidiaries has filed all Tax Returns required to be filed by it, all such Tax Returns are true and correct, and the Company and each of its Subsidiaries has paid all Taxes due and payable, whether or not shown on such Tax Returns, or has made adequate provision (in accordance with GAAP) for all Taxes on the latest balance sheet included in the Company Financial Statements; (b) there is no pending examination, investigation, audit, suit, action, claim or proceeding relating to Taxes of the Company or any of its Subsidiaries, and no written notice thereof has been received by the Company and any Subsidiary; (c) neither the Company nor any of its Subsidiaries has received written notice of a determination by any Taxing Authority that any Tax amounts are owed by the Company or any of its Subsidiaries, which determination has not been paid, compromised, or otherwise finally disposed of, and, to the knowledge of the Company, no such determination is proposed or threatened; (d) there are no Encumbrances arising from or related to Taxes on or pending against

the Company or any of its Subsidiaries, or any of their properties, other than statutory liens for Taxes that are not yet due and payable; (e) neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355(a) of the Code within the two-year period prior to the date of this Agreement; and (f) the Company is not aware of any fact or circumstance that would, if Harbinger elects to exercise its rights pursuant to Section 20.3(a) or (c), prevent the contribution of the Contribution Assets and, with respect to the transaction described in Section 20.3(c), the contribution of the Common Stock to New Parent that is deemed to occur as a consequence of the transactions described therein, from qualifying as an exchange governed by Section 351(a) of the Code.

Section 5.14       Subsidiaries . As of the date hereof, the Company has no directly or indirectly held Subsidiaries other than those disclosed in Section 5.14 (a) of the Company Disclosure Schedule. A true and complete list as of the date hereof of all of the Company's Subsidiaries, together with the percentage of the outstanding capital stock (or membership interest or partnership interest) of each such Subsidiary owned by the Company and each other Subsidiary, is set forth on Section 5.14 (b) of the Company Disclosure Schedule. Each of the Company and its Subsidiaries has good and marketable title to all of the shares (or other equity interests) it purports to own of the stock or other equity interest of each Subsidiary, free and clear in each case of any Encumbrance except as otherwise pledged in the 14% Notes Indenture. All such shares have been duly authorized, validly issued and are fully paid and non-assessable. Except as disclosed in Section 5.14 (c) of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Section 5.15       Properties . Except as disclosed in Section 5.15  of the Company Disclosure Schedule, the Company and each of its Subsidiaries owns (a) all of its respective Assets purported to be owned by it and (b) all of its Assets, other than Assets that are not material and that have a book value equal to or less than $100,000. Except as disclosed in Section 5.15 of the Company Disclosure Schedule, the Assets referred to in clause (b) of the preceding sentence are owned by the Company and its Subsidiaries free and clear of all Encumbrances. With respect to leased property and assets, except as disclosed in Section 5.15 of the Company Disclosure Schedule, the Company and its Subsidiaries are in material compliance with such leases and hold a valid leasehold interest, free of any Encumbrances, except as would not reasonably be expected to have a Material Adverse Effect.

Section 5.16       Authorizations .

(a)          Authorizations . Section 5.16(a) (i)   of the Company Disclosure Schedule lists all material FCC, US state public utility commission (" PUC ") and foreign regulatory authority permits, licenses, certificates, registrations and other similar material authorizations held by the Company and its Significant Subsidiaries (collectively, the " Authorizations ") as of the date hereof. Except as disclosed in Section 5.16(a) (ii) of the Company Disclosure Schedule, the Authorizations consist of all such authorizations necessary or appropriate for the conduct of the Company's and its Significant Subsidiaries' business as such business is being conducted, without regard to the implementation of the Proposal and without

 regard to Authorizations which require the consent or approval of Harbinger, which consent or approval has been denied by Harbinger. The Company and its Significant Subsidiaries have maintained and kept in force and effect, and, to the extent necessary, have applied in a timely manner for the renewal of all such Authorizations. Except as disclosed in Section 5.16(a) (ii) of the Company Disclosure Schedule, the Company and its Significant Subsidiaries are in compliance with all such Authorizations and any terms and conditions thereof, except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 5.16(a) (ii) of the Company Disclosure Schedule, each Authorization that is material to the business of the Company is valid and in full force and effect, and the Company and its Significant Subsidiaries have not received notice from the FCC, any PUC, or any foreign regulatory authority of its intention to revoke, suspend, condition or fail to renew any such Authorization. Except as disclosed in Section 5.16(a) (ii) of the Company Disclosure Schedule, to the Company's knowledge, no event has occurred or facts and circumstances exist, which allows or would reasonably be expected to allow, or which after notice or lapse of time would allow or would reasonably be expected to allow, revocation, suspension, non-renewal or termination or result in any other material impairment of the Company's or its Significant Subsidiaries' material rights under any of its Authorizations.

(b)          Compliance with Laws . Except as disclosed in Section 5.16(b)  of the Company Disclosure Schedule, the conduct of the Company's and its Significant Subsidiaries' business complies with all applicable US, state, local and foreign Laws (including, without limitation, the Communications Act and the Communications Assistance for Law Enforcement Act), ordinances, rules, regulations, and orders (including, without limitation, those issued by the FCC, any PUC or any foreign regulatory authority), in each case, except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 5.16(b)  of the Company Disclosure Schedule, neither the Company nor any of its Significant Subsidiaries is in violation of any applicable Environmental Protection Laws, and to the knowledge of the Company, no material expenditures are or will be required in order to comply with any such Laws, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

(c)          Regulatory Filings . As of the date hereof, the Company and its Significant Subsidiaries have made all material regulatory filings required, and paid all applicable fees and assessments imposed, with respect to the Authorizations, including but not limited to FCC regulatory fees, Universal Service Fund contributions, Telecommunications Relay Service Fund contributions, and North American Numbering Plan fees, and all such filings and the calculation of such fees, are accurate in all material respects.

Section 5.17       Permits . The Company and its Significant Subsidiaries have all franchises, permits, licenses and any similar authorities (the " Permits ") reasonably necessary for the conduct of their business as being conducted by them, the absence of which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To its knowledge, the Company and its Significant Subsidiaries are not in default in any material respect under any of such Permits.

Section 5.18       Leases . Each of the Company and its Significant Subsidiaries has complied with all material obligations under all material leases for real property to which it is a party as a lessee. All leases relating to the material leasehold estates of each of the Company and its Significant Subsidiaries necessary for the conduct of the business of such Person are, with respect to the Company and its Significant Subsidiaries, valid and enforceable, and, to the knowledge of the Company, are, valid and enforceable with respect to the lessor, and each of the Company and its Significant Subsidiaries that is the lessee in respect thereof currently enjoys peaceful and undisturbed possession of the premises subject thereto.

Section 5.19       Intellectual Property .

(a)         Except as disclosed in Section 5.19(a)  of the Company Disclosure Schedule, the Company and each of its Significant Subsidiaries owns, possesses or has the right to use, exploit and/or practice patents, trade secrets, trademarks, service marks, trade names, and copyrights, including pursuant to any franchise and license agreements, and rights with respect thereto (collectively, " Intellectual Property "), necessary for the conduct of its business as of the date hereof.

(b)         Except as disclosed in Section 5.19(b)  of the Company Disclosure Schedule as of the date hereof, there are no material licenses or agreements granting any Person any rights in or under the Company's and/or its Significant Subsidiaries' owned Intellectual Property with the exception of agreements for the sale or license of the Company's products or services in the ordinary course of business.

(c)         Except as disclosed in Section 5.19(c)  of the Company Disclosure Schedule as of the date hereof, neither the Company nor any of its Significant Subsidiaries is a party to any agreement or license under which the Company or any Significant Subsidiary acquires any right, license, title or interest in, under or to any material third party Intellectual Property (including without limitation any material license to open source software), other than (i) licenses that are available to the public generally for a license fee of less than $10,000 (other than with respect to material open source software) and that were obtained in the ordinary course of business; and (ii) license or ownership rights arising from services or development agreements (or the like) made with third parties in the ordinary course of business.

(d)         Neither the Company nor any Significant Subsidiary has as of the date hereof received any written or, to the knowledge of the Company, oral, communications alleging that the Company or any Significant Subsidiary has violated, infringed or misappropriated or, by conducting its business as presently conducted, to the knowledge of the Company, would violate, infringe or misappropriate any of the Intellectual Property of any other Person.

(e)         Except as disclosed in Section 5.19(e)  of the Company Disclosure Schedule, to the best knowledge of the Company and its Significant Subsidiaries as of the date hereof, no Person is materially infringing or misappropriating the Intellectual Property of the Company or any of its Significant Subsidiaries.

(f)          Except as disclosed in Section 5.19(f)  of the Company Disclosure Schedule as of the date hereof, neither the Company nor any Significant Subsidiary is subject or a party to any order, decree, judgment, stipulation or agreement restricting its ability to use any of the material Intellectual Property, in any geographic area, market or field material to the conduct of the business of the Company or any Significant Subsidiaries.

Section 5.20       Insurance . Except as disclosed in Section 5.20  of the Company Disclosure Schedule, the Company and its Significant Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and sufficient to address risks anticipated in the businesses in which the Company and its Significant Subsidiaries are currently engaged. Except as disclosed in Section 5.20  of the Company Disclosure Schedule, to the Company's knowledge there are no facts or circumstances that would reasonably be expected to result in the Company not being able to renew its existing insurance coverage as and when such coverage expires or to obtain coverage from reputable insurers as may be necessary to continue its business without a significant increase in cost.

Section 5.21       No Defaults . Except as disclosed in Section 5.21  of the Company Disclosure Schedule, each of the Company and its Significant Subsidiaries has complied in all material respects with the terms and conditions of any indenture, mortgage, deed of trust, agreement, note or other instrument evidencing Indebtedness of the Company or any of its Significant Subsidiaries. Except as disclosed in Section 5.21  of the Company Disclosure Schedule, none of the Company or its Significant Subsidiaries is in default in the performance or compliance with any provisions thereof, and no event has occurred, or facts and circumstances exist, which, after passage of time, would result in a default, except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Section 5.21  of the Company Disclosure Schedule, all instruments evidencing outstanding Indebtedness of the Company and its Significant Subsidiaries are in full force and effect and have not been terminated, rescinded or withdrawn, except as would not reasonably be expected to have a Material Adverse Effect.

Section 5.22       Conformity to Securities Act and Exchange Act; No Misstatement or Omission . As of its filing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment prior to the date of this Agreement, each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as applicable) and the respective rules and regulations of the SEC thereunder, as in effect on the date so filed, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. Since September 1, 2006, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act.

Section 5.23        Satellites .

(a)          Section 5.23(a)  of the Company Disclosure Schedule sets forth a list of all material contracts to which the Company or any of its Subsidiaries is a party or bound, for or related to the construction, launch, operation, sale or resale of capacity or services from, and/or the coordination of satellites now in orbit or under construction that are used or planned to be used by the Company or any of its Subsidiaries, and the frequencies authorized for such use,

including for terrestrial services (the " Satellite Contracts ") as of the date hereof. All Satellite Contracts are valid, binding and in full force and effect and the Company, and, to the knowledge of the Company, the counterparties thereto, are not in default under any material provision of any of such contracts.

(b)         The satellite health reports that are listed in Section 5.23(b)  of the Company Disclosure Schedule are, as of the date hereof, the most recent satellite health reports issued for each of the satellites used by the Company or any of its Subsidiaries. The Company has provided to Harbinger complete copies of such reports, and such reports fairly and accurately describe the health and anticipated remaining life of each such satellite.

(c)          Section 5.23(c)  of the Company Disclosure Schedule provides a summary of the licensed spectrum actually available for use by the Company and its Subsidiaries in accordance with the coordination agreements to which the Company or any of its Subsidiaries is subject.

Section 5.24       Employee Benefits .

(a)         All benefit and compensation plans, contracts, policies or arrangements covering current or former employees or other service providers of the Company and its Subsidiaries and current or former directors of the Company, including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), and deferred compensation, severance, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the " Benefit Plans "), other than Benefit Plans maintained outside of the United States primarily for the benefit of employees working outside of the United States (such plans hereinafter being referred to as " Non-US Benefit Plans ") are listed on Section 5.24(a)  of the Company Disclosure Schedule, and each Benefit Plan which has received a favorable opinion letter from the IRS National Office, including any master or prototype plan, has been separately identified. True and complete copies of all Benefit Plans listed on Section 5.24(a)  of the Company Disclosure Schedule, including, but not limited to, any trust instruments, insurance contracts and, with respect to any employee stock ownership plan, loan agreements forming a part of any Benefit Plans, and all amendments thereto have been provided or made available to Harbinger.

(b)          Section 5.24(b)   of the Company Disclosure Schedule also sets forth the names, corporate and functional titles, hire dates and the 2007 and target 2008 annual salaries, incentive compensation, bonuses and other compensation of all executive officers and current directors of the Company as of the date hereof.

(c)         Neither the Company nor any or its Subsidiaries nor any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (i) maintains or contributes to or has within the past six years maintained or contributed to a Pension Plan that is subject to Subtitles C or D of Title IV of ERISA or (ii) maintains or has an obligation to contribute to or has within the past six years maintained or had an obligation to contribute to a multiemployer plan as defined in Section 3(37) of ERISA.

(d)         There has been no amendment to or announcement by the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

(e)         Each Benefit Plan complies in form and has been operated in substantial compliance with its terms and the requirements of ERISA, the Code and other applicable Laws. Each Benefit Plan which is subject to ERISA (the " ERISA Plans ") that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (" Pension Plan ") and that is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS, or is comprised of a master or prototype plan that has received an opinion from the IRS, covering all Tax Law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and to the knowledge of the Company no event has occurred that could reasonably be expected to result in revocation of any such favorable determination letter or the loss of the qualification of such ERISA Plan under Section 401(a) of the Code. To the Company's knowledge, neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any ERISA Plan that, assuming the Taxable period of such transaction expired as of the date hereof, could subject the Company or any Subsidiary to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. Neither the Company nor any of its Subsidiaries has incurred or reasonably expects to incur a material Tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA.

(f)         Except as set forth on Section 5.24(f)  of the Company Disclosure Schedule, as of the date hereof, there is no material pending or, to the best knowledge of the Company, threatened litigation relating to the Benefit Plans. Neither the Company nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Benefit Plan or collective bargaining agreement. The Company or its Subsidiaries may amend or terminate any such plan at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination.

(g)         Neither the execution of this Agreement or the Stock Purchase Agreement nor the consummation of the Transactions will (w) entitle any employees of the Company or any of its Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, (x) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Benefit Plans, (y) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any of the Benefit Plans or (z) result in payments under any of the Benefit Plans which would not be deductible under Section 162(m) or Section 280G of the Code. No Benefit Plan or other agreement provides any employee, director or other service provider of the Company or its Subsidiaries with any amount of additional compensation if such individual is provided amounts subject to excise or additional Taxes imposed under Sections 409A or 4999 of the Code.

(h)         Neither the Company nor any of its Subsidiaries has any material liability by reason of an individual who performs or performed services for the Company or any of its Subsidiaries in any capacity being improperly excluded from participating in a Benefit Plan; and, except as would not reasonably be expected to have a Material Adverse Effect, each of the employees of the Company and its Subsidiaries has been properly classified by the Company and its Subsidiaries as "exempt" or "non-exempt" under applicable Law.

Section 5.25       Labor Matters . Except as set forth in Section 5.25  of the Company Disclosure Schedule:

(a)         Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor are they under any current obligation to bargain with any bargaining agent on behalf of any such persons, nor, to the best knowledge of the Company, are there any organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any of its Subsidiaries.

(b)         There are no strikes, material organized slowdowns or material organized work stoppages pending or, to the best knowledge of the Company after due inquiry, threatened between the Company or any of its Subsidiaries, on the one hand, and any of their respective employees, on the other hand, and the Company has not experienced any such strike, slowdown or work stoppage within the past three (3) years.

(c)         Neither the Company nor any of its Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract that could reasonably be expected to have a Material Adverse Effect and, to the best knowledge of the Company, there are no grievances outstanding against the Company or any of its Subsidiaries under any such contract that could reasonably be expected to have a Material Adverse Effect.

(d)         There are no unfair labor practice complaints pending against the Company or any of its Subsidiaries before the US National Labor Relations Board or any other Governmental Entity or any current union representation questions involving employees of the Company or any of its Subsidiaries that could have a Material Adverse Effect.

(e)         The Company and its Subsidiaries are currently in material compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages (including the payment of overtime), hours, worker classifications (including proper classification of any independent contractors or consultants), collective bargaining, unemployment insurance, workers' compensation, discrimination, record-keeping and the payment.

(f)         To the best knowledge of the Company, each employee of the Company who is located in the United States and is not a United States citizen has all necessary approvals and authorizations necessary to work in the United States in accordance with applicable Law.

(g)         Each of the Company and its Subsidiaries has paid in full to all employees, or adequately reserved in accordance with the Company's historical accounting

practices, policies and principles consistently applied, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees except to the extent as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h)         There is no claim with respect to payment of wages, salary or overtime pay that has been asserted or, to the best knowledge of the Company, is now pending or threatened before any Governmental Entity with respect to any persons currently or formerly employed by the Company or any of its Subsidiaries except to the extent as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(i)         As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees.

(j)         There is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the best knowledge of the Company, threatened with respect to the Company that could reasonably be expected to have a Material Adverse Effect.

(k)         As of the date hereof, there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally-protected category, or any alleged violation of any privacy Laws, which has been asserted or, to the best knowledge of the Company, is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any of its Subsidiaries has employed or currently employs any Person that could reasonably expected to have a Material Adverse Effect.

(l)         As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of the intent of any federal, state, local or foreign Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress.

(m)           Except as set forth in Section 5.25(m)  of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries is aware that any officer intends to terminate employment with the Company or its Subsidiaries, as applicable.

Section 5.26       No Undisclosed Relationships . Except as set forth on Section 5.26  of the Company Disclosure Schedule, no relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders or other Affiliates of the Company, on the other, that would be required by the Securities Act to be described in a registration statement to be filed with the SEC that has not been previously disclosed in an SEC Report.

Section 5.27       Related Party Transactions . Except as disclosed in Section 5.27  of the Company Disclosure Schedule, as of the date hereof, no executive officer or director of the Company: (a) has any cause of action or other claim whatsoever against, or owes any amounts to, the Company; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property which the Company is using or which is necessary for the business of the Company; (c) owns, other than ownership of less than 1% of the issued and outstanding equity of a publicly listed company, any direct or indirect interest of any kind in, or is an Affiliate or employee of, or consultant or lender to, or borrower from, or has the right to participate in the management, operations or profits of, any Person that is (i) a competitor, supplier, customer, client, distributor, lessor, tenant, creditor or debtor of the Company, (ii) engaged in a business related to the business of the Company or (iii) participating in any transaction to which the Company is a party; or (d) otherwise is or has been a party to any contract or transaction with the Company, except for their respective employment contracts with the Company.

Section 5.28       Company Not an "Investment Company" . The Company is not, nor after receipt of the Contribution Assets and consummation of the other Transactions will then be, required to register as an "investment company" under the Investment Company Act.

Section 5.29       No Unlawful Payments; Compliance with Certain Laws .

(a)         Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or other Person associated with or acting on behalf of the Company, in each case in their capacity as such with the Company, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the US Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(b)         The operations of the Company are and have been conducted at all times in compliance, in all material respects, with applicable financial recordkeeping and reporting requirements of the US Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the " Money Laundering Laws ") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(c)         None of the Company or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company, excluding Harbinger, in each case in their capacity as such with the Company, is currently subject to any US sanctions administered by the Office of Foreign Assets Control of the US Department of the Treasury (" OFAC "); and the Company will not directly or indirectly use the Contribution Assets hereunder or the proceeds from the issuance of the Harbinger Purchased Shares or the proceeds from the Debt Financing, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint

venture partner or other Person or entity, for the purpose of financing the activities of any Person currently subject to any US sanctions administered by OFAC.

Section 5.30       No Restriction on Distributions . Except as set forth in the Company's outstanding Indebtedness on the date hereof listed in Section 5.7(b)  of the Company Disclosure Schedule, pursuant to applicable Law or as disclosed in Section 5.30  of the Company Disclosure Schedule, no Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary's capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary's property or assets to the Company or any other Subsidiary of the Company.

Section 5.31       No Brokers . As of the date hereof, no agent, broker, investment banker, financial advisor or other Person (other than Morgan Stanley & Co. Incorporated) is or shall be entitled, as a result of any action, agreement or commitment of the Company or of any of its Affiliates, to any broker's, finder's, financial advisor's or other similar fee or commission in connection with any of the Transactions. The Company has provided to Harbinger a complete copy of the engagement letter it has entered into with Morgan Stanley & Co. Incorporated.

Section 5.32      No Other Representations or Warranties . Except as otherwise expressly set forth in this Article V , as supplemented by the Company Disclosure Schedule, none of the Company, its Subsidiaries or MSV, nor any other Person acting on their behalf, makes any representation or warranty, express or implied, in connection with this Agreement.

Section 6.1         Deliveries by Harbinger at the Closings . Harbinger Master, Harbinger Special, and Harbinger Satellite Fund shall deliver, or cause a Harbinger Designee to deliver, as applicable, to the Company:

(a)         at the Contribution Shares Closing, (i) duly executed transfers in favor of the Company or its nominee(s) in respect of all of the Contribution Shares, together with the share certificates representing the Contribution Shares and/or any and all other instruments and documents reasonably necessary to effect the indefeasible transfer to the Company or its nominee(s) of the Contribution Shares being contributed to the Company pursuant to this Agreement and to cause the Contribution Shares to be registered in the name of the Company (following payment by the Company of any Stamp Duty payable in respect of the transfer of, or agreement to transfer, the Contribution Shares) which if the Contribution Shares are held in CREST at the Contribution Shares Closing shall mean giving TTE instructions to CRESTCo to transfer the Contribution Shares to the original available balance of the Company so that the TTE instructions settle no later than 3:00 pm (London time) on the Contribution Shares Closing Date; or (ii) if Section 2.1(b)  applies, any and all instruments as may be necessary to comply with the terms of the Scheme (or, as the case may be, any separate scheme of arrangement that is conditioned on the Scheme);

(b)         at the Convertible Bonds Closing, if Section 2.1(a)(ii)(A)  applies, all instruments necessary to credit the Convertible Bonds to the relevant account of the Company at Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme, as applicable, and as notified by the Company to Harbinger in accordance with Section 21.3  at least two (2) Business Days prior to the Convertible Bonds Closing, to effect the indefeasible transfer to the Company of the Convertible Bonds pursuant to this Agreement;

(c)         at the Convertible Bonds Closing, if Section 2.1(a)(ii)(B)  applies, (i) any and all instruments reasonably necessary to effect the indefeasible transfer to the Company of the Converted Shares being contributed to the Company pursuant to this Agreement and to cause the Converted Shares to be registered in the name of the Company (following payment of any Stamp Duty payable in respect of the transfer of, or agreement to transfer, the Converted Shares) which if the Contribution Shares are held in CREST at the Contribution Shares Closing shall mean giving TTE instructions to CRESTCo to transfer the Contribution Shares to the available balance of the Company so that the TTE instructions settle no later than 3:00 pm (London time) on the Contribution Shares Closing Date; or (ii) if Section 2.1(b)  applies, any and all instruments as may be necessary to comply with the terms of the Scheme (or, as the case may be, any separate scheme of arrangement that is conditioned on the Scheme);

(d)         at the Convertible Bonds Closing, if Section 2.1(a)(ii)(C)  applies, an amount equal to the Cash Redemption Amount, payable by wire transfer to an account notified in writing by the Company to Harbinger at least three (3) Business