Exhibit 10.3

INVESTOR RIGHTS AGREEMENT

This INVESTOR RIGHTS AGREEMENT (this “ Agreement ”), dated as of April 22, 2005, is entered into by and among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the “ Company ”), the DTVG Investor (as defined herein) and the SkyTerra Investor (as defined herein).

WHEREAS, The DIRECTV Group, Inc. (“ DTVG ”), Hughes Network Systems, Inc. (“ HNS ”), SkyTerra Communications, Inc. (“ SkyTerra ”) and the Company have entered into a Contribution and Membership Interest Purchase Agreement, dated as of December 3, 2004 (as amended, the “ Contribution Agreement ”), pursuant to which, among other things, (i) HNS, contributed to the Company, and the Company acquired and accepted from HNS certain assets, and assumed certain liabilities associated therewith, all on the terms and conditions set forth therein and (ii) HNS sold to SkyTerra and SkyTerra purchased from HNS, 50% of the membership interests in the Company;

WHEREAS, HNS and SkyTerra have entered into an Amended and Restated Limited Liability Company Agreement of the Company, of even date herewith (the “ LLC Agreement ”), pursuant to which each Investor owns a 50% LLC Interest (as defined below) in the Company;

WHEREAS, the Company and the Investors desire to provide for certain arrangements with respect to (i) tag along rights, (ii) drag-along rights, (iii) registration rights and (iv) other related matters; and

WHEREAS, following the closing of the transactions contemplated by the Contribution Agreement, SkyTerra may create a wholly owned subsidiary and assign its rights and obligations hereunder to such subsidiary (the “Drop Down”);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1.             Definitions .  As used in this Agreement, the following terms shall have the following respective meanings:

                                1.1           “ Commission ” means the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act.

                                1.2           “ DTVG Investor(s) ” means HNS, and any Persons to whom the rights granted under this Agreement are transferred by HNS, its successors or assigns pursuant to Section 5 hereof.  If more than one DTVG Investor exists, any action requiring the consent, approval or exercise of the DTVG Investors shall be consented to or approved or exercised by the DTVG Investors who own a majority of the Class A Units held by all DTVG Investors.

                                1.3           “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

                                1.4           “Fairness Opinion” means a written opinion from a nationally-recognized investment bank reasonably acceptable to the SkyTerra Investors and the DTVG Investors opining that the Basic Sales Terms of the Drag Along Transaction are fair to the Investors.

1.5           “ Investors ” means the SkyTerra Investor(s) and the DTVG Investor(s).

1.6           “ LLC Interest ” means as to any Investor, all of the interest of that Investor in the Company, including without limitation, such Investor’s (i) right to a distributive share of the income, gain, losses and deductions of the Company in accordance with the LLC Agreement, and (ii) right to a distributive share of LLC Assets.  In the event that the Managing Member effects the transactions contemplated by Section 9.5 of the LLC Agreement, the equity interests issued in connection therewith shall be deemed to be an “LLC Interest” hereunder.

1.7          “ Qualified Initial Public Offering ” means the first underwritten public offering of the equity of the Company on a firm commitment basis covering the offer and sale of equity of the Company for the account of the Company in which the aggregate public offering price (before deduction of underwriters’ discounts and commissions) equals or exceeds $5 0 million underwritten by a reputable nationally recognized underwriting firm pursuant to which the equity interests will be quoted on the NASDAQ National Market or listed or quoted on the New York Stock Exchange or another securities exchange acceptable to the Investors.

                                1.8           “ Registrable Securities ” means (i) the LLC Interests and (ii) any other equity securities of the Company issued in respect of the interests described in clause (i), including without limitation because of a conversion of the Company from a limited liability company to, or merger of the Company with, a corporation in accordance with Section 9.5 of the LLC Agreement or other reclassifications, recapitalizations or similar events; provided, however , that such interests that are Registrable Securities shall cease to be Registrable Securities (x) upon any sale pursuant to a Registration Statement, or (y) with respect to an Investor, when such Investor is eligible to sell, transfer or otherwise convey all of such Investor’s Registrable Securities pursuant to Rule 144 under the Securities Act without regard to volume and holding period limitations.

                                1.9           “ Registration Statement ” means a registration statement filed by the Company with the Commission for a public offering and sale of equity securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation or a registration statement on Form S-3 solely for the purpose of registering shares issued in a non-underwritten offering in connection with a merger, combination or acquisition).

                                1.10         “ Securities Act ” means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

1.11         “ SkyTerra Investor(s) ” means SkyTerra, and any Persons to whom the rights granted under this Agreement are transferred by SkyTerra, its successors or assigns pursuant to Section 5 hereof.  If more than one SkyTerra Investor exists, any action requiring the consent, approval or exercise of the SkyTerra Investors shall be consented to or approved or exercised by the SkyTerra Investors who own a majority of the Class A Units held by all SkyTerra Investors.  After delivery of notice to the DTVG Investor(s) of the Drop Down, the SkyTerra Sub shall become the SkyTerra Investor hereunder.

1.12        “SkyTerra Sub” — A wholly owned subsidiary of SkyTerra formed for the purpose of effecting the Drop Down.

1.13        “Unaffiliated Buyer” means an unrelated and unaffiliated third party in which the SkyTerra Investors, their respective Affiliates, Apollo Management, L.P., any investment fund managed by Apollo Management, L.P., and any direct or indirect portfolio company of any investment

fund managed by Apollo Management, L.P. do not own in the aggregate (or will not own in the aggregate, following a Drag-Along Transaction, except as a result of equity interests issued in consideration of, or retained in connection with, a Drag-Along Transaction) a direct or indirect equity interest of (i) greater than ten percent (10%) or (ii) if the Sky Terra Investors deliver a Fairness Opinion to the DTVG Investors in connection with the Drag-Along Transaction, greater than twenty-five percent (25%).

                                Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given them in the LLC Agreement.

2.     Tag Along Rights.

                                2.1           General .  An Investor desiring to transfer any LLC Interest (a “ Selling Investor ”) shall not be permitted to transfer (other than to a Permitted Transferee) such LLC Interest to any Person, unless the terms and conditions of such transfer shall include an offer by the third-party transferee to the other Investors (each other Investor who wishes to sell LLC Interests, a “ Tag Along Participant ”), at a price calculated using the same methodology used to calculate the price of such Selling Investor’s LLC Interest proposed to be transferred (such price, a “ Tag Along Price ”) and otherwise on the same terms and conditions as such Selling Investor has agreed to sell such LLC Interest, to include in the transfer to the third party transferee a portion of LLC Interests held by each Tag Along Participant determined in accordance with this Section 2 .

                                2.2           Obligation of Transferee to Purchase .  The third-party transferee of the Selling Investor shall purchase from each Tag Along Participant who accepts such offer the portion of such Tag Along Participant’s aggregate LLC Interest that such Tag Along Participant desires to sell, provided that such portion does not exceed the Maximum Tag Along Portion (as defined below) attributable to such Tag Along Participant and, if such portion exceeds such Maximum Tag Along Portion, the third-party transferee shall purchase from such Tag Along Participant only the Maximum Tag Along Portion.  For purposes hereof, the term “ Maximum Tag Along Portion ” attributable to a Tag Along Participant means an amount equal to (a) the total number of Units proposed to be transferred to the third-party transferee by the Selling Investor and all Tag Along Participants multiplied by (b) a fraction, the numerator of which is the number of Units held by such Tag Along Participant and the denominator of which is the number of Units held by the Selling Investor and all Tag Along Participants.

                                2.3           Notice .  In the event the Selling Investor proposes to transfer any LLC Interest in a transaction subject to this Section 2 , it shall notify, or cause to be notified, in writing, each Investor of each such proposed transfer.  Such notice (the “ Transfer Notice ”) shall be given not more than 60 nor less than 20 calendar days prior to the proposed sale date and set forth:  (i) the name of the transferee and the LLC Interest proposed to be transferred, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the transferee (the “ Transferee Terms ”), (iii) that the transferee has been informed of the “tag along right” provided for in this Section 2 , and has agreed to purchase LLC Interests from each Tag Along Participant in accordance with the terms hereof, and (iv) the proposed sale date.

                                2.4           Exercise .  The tag-along right may be exercised by each Tag-Along Participant by delivery of a written notice to the Selling Investor (the “ Tag Along Notice ”) within 15 calendar days following receipt of the Transfer Notice.  The Tag Along Notice shall state the portion of its aggregate LLC Interest  that such Tag Along Participant wishes to include in such transfer to the third-party transferee.  Upon the giving of a Tag Along Notice, such Tag Along Participant shall be entitled and obligated to sell the portion of its LLC Interest set forth in the Tag Along Notice (but not in excess of the

Maximum Tag Along Portion), to the third-party transferee on the Transferee Terms; provided , however , the Selling Investor shall not consummate the sale of any LLC Interest offered by it if the third-party transferee does not purchase all LLC Interests which each Tag Along Participant is entitled to and desires to sell pursuant hereto.  After expiration of the 15 calendar-day period referred to above, if the provisions of this Section 2 have been complied with in all material respects, the Selling Investor and each Tag Along Participant that delivered a Tag Along Notice shall transfer the LLC Interests to the transferee on the Transferee Terms on the sale date proposed in the Transfer Notice (or such other date within thirty (30) days of such proposed sale date as may be agreed among the participants in such transfer).

                                2.5           Several Liability .  Anything to the contrary contained herein notwithstanding, the Selling Investor agrees to use its reasonable good faith efforts to seek to ensure that the applicable Transferee Terms provide for several, and not joint, liability, with respect to the indemnification and comparable obligations contained within such Transferee Terms.

                3.             Drag-Along Rights.

                                3.1          Drag-Along Transaction.   At any time after the second anniversary of the date of this Agreement, if the SkyTerra Investors determine to (i) transfer or exchange (in a merger, business combination or otherwise) in one or a series of related bona fide arm’s-length transactions all or substantially all of the Class A Units of the Company (including all or substantially all of the LLC Interests held by the SkyTerra Investors) or (ii) sell all or substantially all of the assets of the Company (collectively, the “ Drag-Along Transaction ”) to an Unaffiliated Buyer, and provided that (x) prior to the proposed Drag-Along Transaction, all of the SkyTerra Investors own at least twenty five (25%) of the aggregate Percentage Interests of the Company, (y) the SkyTerra Investors are not then in default of any of their obligations under this Agreement or the LLC Agreement in a manner that has had a material adverse impact on the value of the Company, and (z) the transaction will not result in any material default under any indebtedness of the Company guaranteed by any DTVG Investor or the triggering of any obligation of any DTVG Investor to make payments or incur any indebtedness or other significant liability in connection with any Financial Support Arrangements (as defined in the Contribution Agreement) retained for the benefit of the Company or other guaranties or credit support maintained by such DTVG Investor on behalf of the Company (other than arising out of reasonable and customary indemnification provisions, typically found in transactions of similar type (a “ Standard Indemnity ”)), then the SkyTerra Investors shall have the right to implement the drag along procedures set forth in this Section 3 by delivering a written notice to all Investors (the “ Drag-Along Notice ”).  Such Drag-Along Notice shall include reasonable details of the proposed transaction with the Unaffiliated Buyer, including a description of all consideration, payments, commitments, compensation, rights or other property of any type to be received and all material liabilities and obligations to be incurred (other than a Standard Indemnity) by the Investors or their Affiliates in connection with such transaction (including any issuance of notes or other securities, assumption of material liabilities and any other commercial arrangements) and any other material economic terms of the proposed sale (the “ Basic Sale Terms ”).  The Basic Sale Terms shall provide for distribution of the economic benefits and detriments of the transactions among the Investors in accordance with their respective Percentage Interests.

                                3.2          Participation in Drag-Along Transaction .  In the event that all of the DTVG Investors then own a Percentage Interest in the LLC at least equal to the Percentage Interest then owned by all of the SkyTerra Investors, a representative of the DTVG Investors shall be included in all material negotiations regarding the proposed Drag-Along Transaction, and shall be permitted to participate in all material facets of the transaction, but in such negotiations the DTVG Investors shall cooperate with the SkyTerra Investors in connection with the proposed Drag-Along Transaction.  If the DTVG Investors do not participate in the material negotiations or other material facets of the transaction, the DTVG Investors shall be entitled to receive copies of the proposed definitive transaction documents at

least five (5) business days prior to the proposed approval and execution of the Drag-Along Transaction.  After such five (5) business day period, all of the Investors shall, (i) vote all of their equity interests of the Company represented by the Investor’s LLC Interest in favor of the Drag-Along Transaction, and (ii) to the extent applicable, instruct the DTVG Board Members to vote in favor of any reasonable action deemed necessary to consummate the Drag-Along Transaction and enter into a definitive agreement to sell, transfer and deliver, or cause to be sold transferred and delivered, to the Unaffiliated Buyer, all of its LLC Interests in the Drag-Along Transaction.

                                3.3           Drag-Along Transaction Not Consummated .  In the event that a binding and definitive agreement for the sale or transfer in a Drag-Along Transaction pursuant to this Section 3 is not entered into within ninety (90) days after the Investors receive the Drag-Along Notice or the Drag-Along Transaction is not consummated following satisfaction or waiver of all applicable conditions precedent within eight (8) months thereafter, upon expiration of any definitive agreement for the Drag-Along Transaction then in effect the Investors shall cease to be bound by the obligations set forth in Section 3.2 with regard to such transaction.

                                3.4          Third Party Matters .  No DTVG Investor shall be required to satisfy the obligations set forth in Section 3.2 unless the definitive agreement to consummate the Drag-Along Transaction contains a provision reasonably acceptable to the DTVG Investors which provides for the Unaffiliated Buyer in the Drag-Along Transaction to assume and release the DTVG Investors and their Affiliates from all indebtedness of the Company guaranteed by the DTVG Investors or their Affiliates or any obligation of any DTVG Investor or its respective Affiliates to make payments or incur any indebtedness or other significant liability in connection with any Financial Support Arrangements (as defined in the Contribution Agreement) retained for the benefit of the Company or other guaranties or credit support maintained by the DTVG Investors or their Affiliates on behalf of the Company (other than arising out of a Standard Indemnity).  The parties further agree that the closing of the Drag-Along Transaction shall not be consummated unless the DTVG Investors and their Affiliates are so released as provided for in the agreement entered into in accordance with the foregoing sentence.  Unless otherwise agreed by the SkyTerra Investors, the DTVG Investors and the Unaffiliated Buyer, if the Drag-Along Transaction pursuant to this Section 3 would violate any loan document or other material contract to which the Company is a party, then the Company and the Unaffiliated Buyer shall obtain the consent of the lender or other third party to such sale prior to closing.  The provisions of this Section 3.4 shall not apply to any Standard Indemnity entered into in connection with the Drag-Along Transaction.

                                3.5          Default .  In the event that a party fails to fulfill its obligation to sell or purchase under this Section 3 , then the other parties shall be entitled to exercise all rights and remedies provided by law for such a default, including specific performance and the right to sue for damages.

                4.             Notice of Sale; Auction Participation.

                                If at any time or from time to time following the date of this Agreement, the SkyTerra Investors desire to (i) transfer or exchange (in a merger, business combination or otherwise) in one or a series of related bona fide arm’s-length transactions all of the Class A Units of the Company (including all of the LLC Interests held by the SkyTerra Investors) or (ii) sell all or substantially all of the assets of the Company (collectively, a “ Sale Transaction” ), in each case, to an Unaffiliated Buyer, prior to initiating any material discussions regarding a Sale Transaction with any Unaffiliated Buyer (excluding brokers and investment advisors), the SkyTerra Investors shall provide a written notice to the DTVG Investors indicating the intention of the SkyTerra Investors to pursue a Sale Transaction.  If the SkyTerra Investors pursue a Sale Transaction through an auction process, the SkyTerra Investors shall provide the DTVG Investors an opportunity to participate in such auction in a manner that is no less favorable than that offered to other potential bidders or participants in such auction.

                5.             Transfers of Rights .  This Agreement, and the rights and obligations of any Investor hereunder, may be assigned by such Investor to any transferee of such Investor’s LLC Interests to the extent such Investor transfers the LLC Interests in accordance with the LLC Agreement, and, subject to the following sentence, such transferee shall be deemed a “SkyTerra Investor” or “DTVG Investor”, as the case may be, for purposes of this Agreement; provided that the transferor shall give the Company prior written notice of any transfer under this Section 5 .   Notwithstanding the foregoing, the rights of the SkyTerra Investors under Section 3 may only be assigned to (i) a Person who will, following such transfer, own at least fifty percent (50%) of the aggregate Percentage Interests owned by the SkyTerra Investors as of the date of this Agreement or (ii) any Person, if SkyTerra and its Affiliates or Persons to whom these rights have been assigned pursuant to this Section 5 own Percentage Interests greater than the Percentage Interests owned by DTVG and its Affiliates, and for purposes of Section 3, only SkyTerra and such Persons described in clause (i) and (ii) will be considered “SkyTerra Investors”.

                6 .             Registration Rights.

                                6.1           Required Registrations.

                                                6.1.1       At any time following the fifth anniversary of the date of this Agreement, the SkyTerra Investors, on the one hand, or the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Securities owned by such Investor or Investors provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $50 million.  In addition, at any time following the date that the Company has consummated a public offering of its equity securities pursuant to a Registration Statement, the SkyTerra Investors, on the one hand, or the DTVG Investors, on the other, may request, in writing, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Securities owned by such Investor.  If the Investors initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request.  In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors’ participation in such underwriting.  Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors.  Such other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration all or a part of their Registrable Securities as such Investors may request in such notice of election.  All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and the Investors including Registrable Securities in such offering.  Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Securities that the Company has been requested so to register.

                                                6.1.2        At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “ Form S-3 ”), each of (i) the SkyTerra Investors and (ii) the DTVG Investors holding Registrable Securities will have the right to require the Company to effect a registration on Form S-3 of Registrable Securities provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the LLC Interests or other equity of the Company offered in such registration equals or exceeds $10 million (or such lesser amount to the extent that such Investor(s) do not own LLC Interests or other equity securities that equal or exceed $10 million).  Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Investors.  Such other Investors shall have the right, by giving written notice to the Company within 30 days after the Company provides its

notice, to elect to have included in such registration such of their Registrable Securities as such Investors may request in such notice of election.  Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Securities that the Company has been requested to register.

                                                6.1.3        The Company shall be required to effect not more than (a) five (5) registrations initiated by the SkyTerra Investors pursuant to Section 6.1.1 above, or (b) five (5) registrations initiated by the DTVG Investors pursuant to Section 6.1.1 above.  The Company shall not be required to effect more than one (1) registration under this Section 6.1 in any six (6) month period.  Each request for registration pursuant to Section 6.1.1 shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as af