Common use of Gateways Clause in Contracts

Gateways. A. NewCo acknowledges that Motorola is currently negotiating with ▇▇▇▇ Mobility, Inc. and its affiliates (collectively, “▇▇▇▇ Mobility”) and Sprint Corporation and its affiliates (“ Sprint”) in connection with Motorola’s attempts to acquire all of the ownership interest held by such entities in Iridium U.S. L.P. (“Iridium North America”) such that after giving effect to such acquisitions Motorola would own all of the ownership interests in Iridium North America. Upon consummation of these acquisitions: (i) Motorola will cause Iridium North America to (x) sell to NewCo, and NewCo agrees to purchase from Iridium North America, Iridium North America’s fee simple interest in the gateway building and (y) assign to NewCo, and NewCo agrees to accept from Iridium North America, Iridium North America’s interest in the ground lease covering the real estate on which the gateway building stands. In consideration thereof, NewCo shall pay to Motorola (as Iridium North America’s designee) $5.845 million in cash. This payment will be financed with a portion of the proceeds of the $30 million loan contemplated by Section 11.P. (ii) Motorola will cause Iridium North America to sell to NewCo, and NewCo agrees to purchase from Iridium North America, Iridium North America’s equipment (including equipment specific to the Iridium System as well as general office equipment) wherever located and each other item of tangible personal property owned by Iridium North America as reasonably agreed to by Motorola and NewCo. In consideration thereof, Iridium Holdings shall issue to Motorola (as Iridium North America’s designee) such number of Class B Units (as defined in the Limited Liability Company Agreement of Iridium Holdings (as in effect on the date of this Agreement regardless of any future modifications thereto or the continued existence thereof (including any future modifications or the continued existence of any other documents cross-referenced therein), (the “Holdings LLC Agreement”)) as shall constitute immediately after such issuance five-eighths of one percent (5/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. (iii) Motorola will cause Iridium North America to transfer to NewCo, and NewCo agrees to accept from Iridium North America, the INA Licenses (as defined below). In consideration thereof, Iridium Holdings shall issue to Motorola (as Iridium North America’s designee) such number of Class B Units as shall constitute immediately after such issuance three-eighths of one percent (3/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. B. NewCo and Motorola agree that Motorola shall use commercially reasonable efforts to assist NewCo in obtaining those Canadian communications licenses formerly held by ▇▇▇▇ Mobility for the benefit of Iridium North America which are necessary for NewCo to conduct its business as currently contemplated. Upon receipt of NewCo of such licenses and in consideration of Motorola’ efforts, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance three-eighths of one percent (3/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. C. NewCo and Motorola agree that, upon Motorola’s receipt of all necessary regulatory and third party consents, Motorola shall transfer to NewCo all of its interests in the Iridium India gateway. In consideration thereof, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance two-tenths of one percent (2/10%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. D. NewCo and Motorola agree that, upon Motorola’s receipt of all necessary regulatory and third party consents, Motorola shall transfer to NewCo all of its interests in the Iridium Sud America gateway. In consideration thereof, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance Motorola’s pro-rata share (based on its respective ownership interest in the Iridium Sud America gateway) of one percent (1%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding; provided, however, in no event shall Motorola be issued under this Section 9.D more than such number of Class B Units as shall constitute immediately after such issuance three-tenths of one percent (3/10%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. E. NewCo and Motorola agree that, upon Motorola’s receipt of all necessary regulatory and third party consents, Motorola shall use commercially reasonable efforts to cause the Iridium Central America/Mexico gateway to transfer to NewCo all of its interests in those Mexican communications licenses held by Iridium Central America/Mexico which are necessary for NewCo to conduct its business as currently contemplated. Upon receipt of such licenses and in consideration of Motorola’ efforts, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance three-eighths of one percent (3/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. F. If, at any time after the issuance to Motorola of Class B Units pursuant to the provisions of sections 9.A through 9.E hereof, Iridium Holdings issues additional Class A Units or Class B Units, then the number of Class B Units previously issued to Motorola under such provisions shall automatically be increased so that the number of Class B Units held by Motorola under each such provision constitutes the percentage therein set forth of the total number of Class A Units and Class B Units then issued and outstanding; provided, however, that the total number of Class B Units issued under each such provision shall not exceed the number of Class B Units set forth below under “Maximum Number of Class B Units” multiplied by the Adjustment Ratio (as defined in the Holdings LLC Agreement): Indicated Percentage Maximum Number of Class B Units

Gateways. A. NewCo acknowledges that Motorola is currently negotiating with ▇▇▇▇ Mobility, Inc. and its affiliates (collectively, “▇▇▇▇ Mobility”) and Sprint Corporation and its affiliates (“ Sprint”) in connection with Motorola’s attempts to acquire all of the ownership interest held by such entities in Iridium U.S. L.P. (“Iridium North America”) such that after giving effect to such acquisitions Motorola would own all of the ownership interests in Iridium North America. Upon consummation of these acquisitions: (i) Motorola will cause Iridium North America to (x) sell to NewCo, and NewCo agrees to purchase from Iridium North America, Iridium North America’s fee simple interest in the gateway building and (y) assign to NewCo, and NewCo agrees to accept from Iridium North America, Iridium North America’s interest in the ground lease covering the real estate on which the gateway building stands. In consideration thereof, NewCo shall pay to Motorola (as Iridium North America’s designee) $5.845 million in cash. This payment will be financed with a portion of the proceeds of the $30 million loan contemplated by Section 11.P. (ii) Motorola will cause Iridium North America to sell to NewCo, and NewCo agrees to purchase from Iridium North America, Iridium North America’s equipment (including equipment specific to the Iridium System as well as general office equipment) wherever located and each other item of tangible personal property owned by Iridium North America as reasonably agreed to by Motorola and NewCo. In consideration thereof, Iridium Holdings shall issue to Motorola (as Iridium North America’s designee) such number of Class B Units (as defined in the Limited Liability Company Agreement of Iridium Holdings (as in effect on the date of this Agreement regardless of any future modifications thereto or the continued existence thereof (including any future modifications or the continued existence of any other documents cross-referenced therein), (the “Holdings LLC Agreement”)) as shall constitute immediately after such issuance five-eighths of one percent (5/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. (iii) Motorola will cause Iridium North America to transfer to NewCo, and NewCo agrees to accept from Iridium North America, the INA Licenses (as defined below). In consideration thereof, Iridium Holdings shall issue to Motorola (as Iridium North America’s designee) such number of Class B Units as shall constitute immediately after such issuance three-eighths of one percent (3/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. B. NewCo and Motorola agree that Motorola shall use commercially reasonable efforts to assist NewCo in obtaining those Canadian communications licenses formerly held by ▇▇▇▇ Mobility for the benefit of Iridium North America which are necessary for NewCo to conduct its business as currently contemplated. Upon receipt of NewCo of such licenses and in consideration of Motorola’ efforts, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance three-eighths of one percent (3/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. C. NewCo and Motorola agree that, upon Motorola’s receipt of all necessary regulatory and third party consents, Motorola shall transfer to NewCo all of its interests in the Iridium India gateway. In consideration thereof, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance two-tenths of one percent (2/10%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. D. NewCo and Motorola agree that, upon Motorola’s receipt of all necessary regulatory and third party consents, Motorola shall transfer to NewCo all of its interests in the Iridium Sud America gateway. In consideration thereof, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance Motorola’s pro-rata share (based on its respective ownership interest in the Iridium Sud America gateway) of one percent (1%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding; provided, however, in no event shall Motorola be issued under this Section 9.D more than such number of Class B Units as shall constitute immediately after such issuance three-tenths of one percent (3/10%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. E. NewCo and Motorola agree that, upon Motorola’s receipt of all necessary regulatory and third party consents, Motorola shall use commercially reasonable efforts to cause the Iridium Central America/Mexico gateway to transfer to NewCo all of its interests in those Mexican communications licenses held by Iridium Central America/Mexico which are necessary for NewCo to conduct its business as currently contemplated. Upon receipt of such licenses and in consideration of Motorola’ efforts, Iridium Holdings shall issue to Motorola such number of Class B Units as shall constitute immediately after such issuance three-eighths of one percent (3/8%) of the total number of Units (both Class A Units and Class B Units) then issued and outstanding. The number of Class B Units so issued to Motorola shall be adjusted from time to time as provided in section 9.F hereof. F. If, at any time after the issuance to Motorola of Class B Units pursuant to the provisions of sections 9.A through 9.E hereof, Iridium Holdings issues additional Class A Units or Class B Units, then the number of Class B Units previously issued to Motorola under such provisions shall automatically be increased so that the number of Class B Units held by Motorola under each such provision constitutes the percentage therein set forth of the total number of Class A Units and Class B Units then issued and outstanding; provided, however, that the total number of Class B Units issued under each such provision shall not exceed the number of Class B Units set forth below under “Maximum Number of Class B Units” multiplied by the Adjustment Ratio (as defined in the Holdings LLC Agreement): Indicated Percentage Maximum Number of Class B UnitsSection 9.A(ii) 5/8% 6,250 Section 9.A(iii) 3/8% 3,750 Section 9.B 3/8% 3,750 22 Section 9.C 2/10% 2,000 Section 9.D 3/10% 3,000