Form 8-K

8-K — Iridium Communications Inc.

Accession: 0001104659-26-081335

Filed: 2026-07-07

Period: 2026-07-02

CIK: 0001418819

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2619278d14_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2619278d14_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2619278d14_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2619278d14_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2619278d14_ex10-4.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619278d14_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2619278d14_8k.htm · Sequence: 1

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0001418819

2026-07-02

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 2, 2026

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33963

26-1344998

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification

No.)

1676

International Drive

Suite 1100

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common

Stock, $0.001 par value

IRDM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01 Entry into a Material Definitive Agreement.

On July 2, 2026 (the “Aireon Closing Date”), Iridium

Communications Inc. (the “Company”), through its wholly owned subsidiary Iridium Monitor Holdings LLC (“Iridium Monitor

Holdings”), completed its previously announced acquisition of the remaining 61% of equity interests in Aireon Holdings LLC (“Aireon”)

that the Company did not already own pursuant to a Securities Purchase Agreement with NAV CANADA, the Irish Air Navigation Service, ENAV

S.P.A., Naviair Surveillance A/S, NATS (Services) Limited, and certain of their affiliated entities (collectively, the “Sellers”).

The Company now indirectly owns all of the membership interests in Aireon and its subsidiary Aireon LLC. The aggregate purchase price

payable to the Sellers was approximately $366.7 million, of which 50% was paid in cash at the closing of the acquisition (the “Aireon

Closing”) and the remainder was deferred in the form of a loan from the Sellers.

Credit and Guaranty Agreement

In connection with the deferred portion of the purchase price, on the

Aireon Closing Date, Iridium Monitor Holdings, as borrower, and the Sellers entered into a Credit and Guaranty Agreement (the “Credit

and Guaranty Agreement”) pursuant to which the Sellers provided Iridium Monitor Holdings with a $183.36 million term loan, bearing

no interest, and maturing one year following the Aireon Closing Date, to fund the deferred portion of the purchase price. The loan is

secured by a first priority lien on the equity interests of Aireon and other intermediate holding company entities.

The Credit and Guaranty Agreement contains no financial maintenance

covenants, and contains customary representations and warranties, affirmative and negative covenants (including limitations on indebtedness,

liens, restricted payments, investments and affiliate transactions), and events of default (including payment defaults, breaches of covenants,

cross-defaults, bankruptcy and change of control). Upon the occurrence of an event of default, the lenders may accelerate the obligations

under the Credit and Guaranty Agreement, subject to mandatory acceleration for certain bankruptcy events. The loan is subject to voluntary

prepayment at any time subject to prior written notice, and mandatory repayment out of the net cash proceeds of new indebtedness or the

issuance or sale of equity interests or in the event of a change of control.

Aireon Credit Agreement

As a result of the Aireon Closing, on a going forward basis, Aireon

LLC’s previously existing credit facility will be consolidated with the financial position and results of operations of the Company.

That credit facility provides for a secured term loans in the original aggregate principal amount of $175 million (the “Term Loans”)

with a scheduled maturity date of October 10, 2028, and is reflected in a Credit and Guaranty Agreement, dated as of October 10,

2023, as amended by the First Amendment to Credit and Guaranty Agreement, dated as of July 2, 2026, by and among Aireon LLC as borrower,

Aireon and other subsidiaries of Aireon from time to time party thereto as guarantors (together with Aireon, the “Aireon Guarantors”),

GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and the lenders from time to time party thereto (as amended,

the “Aireon Credit Agreement”). As of the date hereof, the aggregate principal balance of the Term Loans is $154.7 million.

In connection with the Aireon Closing, on July 2, 2026, the Company

entered into a Parent Guaranty Agreement (the “Parent Guaranty”), pursuant to which the Company provided an unsecured guarantee

of the repayment of Aireon LLC’s obligations under the Aireon Credit Agreement.

The Term Loans bear interest at a per annum rate equal to, at Aireon

LLC’s option, either (i) a SOFR-based rate plus a margin of 6.25% or (ii) a base rate plus a margin of 5.25%. In the event

of a prepayment of all or a portion of the Term Loans, subject to certain exceptions, Aireon LLC is required to pay a prepayment premium

equal to (x) 3.00% of the aggregate principal amount of Term Loans so prepaid, if such prepayment is made on or prior to October 10,

2026, and (y) 1.00% of the aggregate principal amount of Term Loans so prepaid, if such prepayment is made after October 10,

2026 and on or prior to October 10, 2027. The Aireon Credit Agreement currently requires quarterly amortization payments equal to

1.875% of the original principal amount of the Term Loans, with such quarterly amortization payments increasing to 3.125% of the original

principal amount of the Term Loans beginning with the quarter ending December 31, 2026 and each quarter thereafter until maturity.

Aireon and, subject to certain exceptions, substantially all of Aireon

LLC’s existing and future direct and indirect wholly owned subsidiaries are required to guarantee the repayment of Aireon LLC’s

obligations under the Aireon Credit Agreement. The obligations of Aireon LLC and each of the Aireon Guarantors with respect to the Aireon

Credit Agreement are secured by a pledge of substantially all assets of Aireon LLC and each Aireon Guarantor.

The Aireon Credit Agreement contains customary representations and

warranties and affirmative and negative covenants applicable to Aireon and its subsidiaries, including limitations on the ability of Aireon

and its subsidiaries to incur debt, permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose

of assets, pay dividends and distributions, pay junior indebtedness and enter into affiliate transactions, in each case, subject to certain

exceptions. In addition, the Aireon Credit Agreement contains a financial covenant requiring Aireon and its subsidiaries to maintain,

on a consolidated basis as of the last day of each quarterly period, a consolidated total leverage ratio, as defined in the Aireon Credit

Agreement, of not more than 5.0 to 1.0. The Aireon Credit Agreement also includes events of default customary for facilities of this type.

Upon the occurrence of an event of default, among other things, all outstanding Term Loans may be accelerated and collateral remedies

may be exercised.

The foregoing summaries of the terms of the Credit and Guaranty Agreement,

the Aireon Credit Agreement and the Parent Guaranty are qualified in their entirety by reference to the full text of the Credit and Guaranty

Agreement, the Credit and Guaranty Agreement, dated as of October 10, 2023, the First Amendment to Credit and Guaranty Agreement,

dated as of July 2, 2026, and the Parent Guaranty, copies of which are filed herewith as Exhibit 10.1, 10.2, 10.3, and 10.4,

respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance-Sheet Arrangement of Registrant.

The information set forth under Item 1.01 of this Current Report on

Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 6, 2026, in connection with the Company’s previously

announced entry into the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 28, 2026, with Rocket Lab

Corporation (“Rocket Lab”) and certain other parties thereto, pursuant to which Rocket Lab agreed to acquire the Company (the

“Transaction”), the Compensation Committee of the Company’s Board of Directors approved cash retention awards (the “Retention

Awards”) for the two named executive officers (“NEOs”) named below, pursuant to a cash-based retention program to promote

employee retention and incentivize efforts to consummate the Transaction. Each Retention Award will be paid in tranches, with 60% of the

Retention Award (the “First Tranche Amount”) vesting and becoming payable on the date of the closing of the Transaction (the

“Merger Closing Date”) and the remaining 40% of the Retention Award (the “Second Tranche Amount”) vesting and

becoming payable on the six-month anniversary of the Merger Closing Date, in each case subject to the recipient’s continued employment

through the applicable vesting date (except as described below). In the event the Merger Agreement is terminated and the Transaction is

not consummated, 100% of the Retention Award will vest and become payable on the later of such termination date or June 28, 2027. In the

event of a recipient’s termination of employment under circumstances that would make the recipient eligible for severance payments

or benefits under an applicable severance plan, policy or arrangement (a “Qualifying Termination”) prior to the Merger Closing

Date, the recipient will receive a cash lump sum payment of the First Tranche Amount, and if such Qualifying Termination occurs on or

after the Merger Closing Date and prior to payment of the Second Tranche Amount, the recipient will receive a cash lump sum payment of

the Second Tranche Amount (in each case, subject to the recipient’s execution and non-revocation of a release of claims).

The foregoing summary of the Retention Awards is qualified in its entirety

by reference to the form of retention award agreement, a copy of which will be filed with the Company’s Quarterly Report on Form

10-Q for the quarter ending September 30, 2026.

Retention Awards were granted to the following NEOs in the following

amounts:

· Vincent J. O’Neill, Chief Financial Officer: $409,999.98; and

· Kathleen A. Morgan, Chief Legal Officer and Corporate Secretary: $873,036.32.

Item 7.01 Regulation FD Disclosure.

On July 6, 2026, the Company issued a press release announcing

the Aireon Closing and the Company’s assumption of Aireon’s outstanding debt under the Aireon Credit Agreement. A copy of

the press release is furnished herewith as Exhibit 99.1.

Additional Information and Where to Find It

This communication is being made in respect of

a proposed transaction involving Rocket Lab Corporation (“Rocket Lab”) and Iridium Communications Inc. (“Iridium”).

In connection with the proposed transaction, Rocket Lab will file with the Securities and Exchange Commission (the “SEC”)

a Registration Statement on Form S-4 that includes the proxy statement of Iridium that will also constitute a prospectus of Rocket Lab.

When the proxy statement/prospectus is finalized, it will be sent to the stockholders of Iridium seeking their approval of certain transaction-related

proposals. This communication is not a substitute for the proxy statement/prospectus or any other documents which Rocket Lab or Iridium

may file with the SEC in connection with the proposed transaction.

Rocket Lab may not sell the common stock referenced

in the proxy statement/prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. The preliminary proxy

statement/prospectus and this communication are not offers to sell any securities, are not soliciting an offer to buy any securities in

any state where the offer and sale is not permitted and are not a solicitation of any vote or approval.

ROCKET LAB AND IRIDIUM URGE INVESTORS AND SECURITY

HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN AND OTHER DOCUMENTS FILED

WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED

TRANSACTION.

Investors and security holders will be able to

obtain these materials (when they are available and filed) free of charge at the SEC’s website, www.sec.gov. Copies of documents

filed with the SEC by Rocket Lab (when they become available) may be obtained free of charge on Rocket Lab’s website at https://investors.rocketlabcorp.com/financial-information/sec-filings

or by contacting Rocket Lab’s Investor Relations Department at investors@rocketlabusa.com. Copies of documents filed with the SEC

by Iridium (when they become available) may be obtained free of charge on Iridium’s website at https://investor.iridium.com/sec-filings

by contacting Iridium’s Investor Relations Department at investor.relations@iridium.com.

Participants in the Solicitation

Robert H. Niehaus, Louis M. Alterman, Thomas C.

Canfield, Matthew J. Desch, Thomas J. Fitzpatrick, L. Anthony Frazier, Suzanne E. McBride, Eric T. Olson, Kay N. Sears, Monique S. Shivanandan

and Jacqueline E. Yeaney, all of whom are members of Iridium’s board of directors, and

Vincent J. O’Neill, Iridium’s chief financial officer, may be considered participants

in Iridium’s solicitation. Information regarding such participants, including their

direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant

documents to be filed with the SEC in connection with the transaction. Additional information about such participants is available under

the captions “Proposal 1 – Election of Directors,” “Director Compensation” and “Security Ownership

of Certain Beneficial Owners and Management” in Iridium’s definitive proxy statement

in connection with its 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which was filed with the SEC on April

2, 2026 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001418819/000141881926000022/irdm-20260402.htm), as well

as on Iridium’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February

12, 2026 (the “2025 10-K”) and certain of Iridium’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

To the extent that holdings of Iridium’s securities have changed since the amounts

printed in the 2026 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed

with the SEC (which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001418819). Information regarding

Iridium’s transactions with related persons is set forth in the 2026 Proxy Statement

under the caption “Transactions with Related Parties,” as well as on the 2025 10-K and certain of Iridium’s Quarterly

Reports on Form 10-Q and Current Reports on Form 8-K. Certain illustrative information regarding the payments that may be owed, and the

circumstances in which they may be owed, by Iridium to its named executive officers in a

change of control of Iridium is set forth in the 2026 Proxy Statement under the caption “Severance

and Change in Control-Related Benefits,” as well as on the 2025 10-K and certain of Iridium’s Quarterly Reports on Form 10-Q

and Current Reports on Form 8-K. Rocket Lab may also be deemed to be a participant in Iridium’s

solicitation; information regarding Rocket Lab will be included in the proxy statement/prospectus and other relevant documents to be filed

with the SEC in connection with the transaction. Copies of these documents may be obtained, free of charge, from the SEC or Iridium

as described in the preceding paragraph.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1#

Credit and Guaranty Agreement, dated July 2, 2026, by and among Iridium Monitor Holdings LLC, as borrower, the Guarantors named party thereto, the Lenders from time to time party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas LLC, as Collateral Agent

10.2#

Credit and Guaranty Agreement, dated October 10, 2023, among Aireon LLC, as borrower, the Guarantors named party thereto, the Lenders from time to time party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas LLC, as Collateral Agent

10.3#

First Amendment, dated July 2, 2026, by and among Aireon LLC, as borrower, Aireon Holdings LLC and the other Guarantors signatory thereto, the Lenders signatory thereto, and GLAS USA LLC, as administrative agent, to Credit and Guaranty Agreement, dated October 10, 2023

10.4

Parent Guaranty Agreement, dated July 2, 2026, by and between Iridium Communications Inc. and Aireon LLC

99.1

Press Release, dated July 6, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).*

*Submitted electronically with this Report in accordance with the provisions

of Regulation S-T

# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

IRIDIUM COMMUNICATIONS INC.

Date: July 7, 2026

By:

/s/

Kathleen A. Morgan

Name:

Kathleen A. Morgan

Title:

Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619278d14_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

CREDIT AND GUARANTY

AGREEMENT

Dated as of July 2,

2026

among

IRIDIUM MONITOR

HOLDINGS LLC,

as the Borrower,

NAV CANADA SATELLITE, INC.,

AIRNAV NORTH ATLANTIC INC., ENAV NORTH ATLANTIC LLC,

NAVIAIR SURVEILLANCE USA LLC, and NATS (USA) INC.,

as Guarantors,

THE LENDERS FROM

TIME TO TIME PARTY HERETO,

and

GLAS USA LLC,

as Administrative

Agent and Collateral Agent

Table of Contents

Page

Section

DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Accounting Terms

1.3

Interpretation, Etc.

1.4

Certifications

1.5

Timing of Performance

1.6

Cashless Rollovers

1.7

[Reserved]

1.8

Currency Generally

1.9

Divisions

Section

LOANS

2.1

Term Loans

2.2

[Reserved]

2.3

[Reserved]

2.4

[Reserved]

2.5

Pro Rata Shares

2.6

Use of Proceeds

2.7

Evidence of Debt; Notes

2.8

Interest on Term Loans

2.9

[Reserved]

2.10

Default Interest

2.11

Fees

2.12

Repayment and Maturity

2.13

Voluntary Prepayments

2.14

Mandatory Prepayments

2.15

[Reserved]

2.16

General Provisions Regarding

Payments

2.17

Ratable Sharing

2.18

[Reserved]

2.19

[Reserved]

2.20

Taxes; Withholding, Etc.

2.21

[Reserved]

2.22

[Reserved

Section

CONDITIONS PRECEDENT

3.1

[Reserved]

3.2

Conditions to Credit Extension

on the Closing Date

Section

REPRESENTATIONS AND WARRANTIES

4.1

Organization; Required Power

and Authority; Qualification

4.2

Equity Interests and Ownership

4.3

Due Authorization

4.4

No Conflict

4.5

Governmental Consents

4.6

Binding Obligation

4.7

[Reserved]

4.8

[Reserved]

4.9

[Reserved]

4.10

[Reserved]

(i)

TABLE OF CONTENTS

(continued)

Page

4.11

[Reserved]

4.12

[Reserved]

4.13

[Reserved]

4.14

[Reserved]

4.15

[Reserved]

4.16

Investment Company Regulation

4.17

Margin Stock

4.18

[Reserved]

4.19

[Reserved]

4.20

[Reserved]

4.21

Solvency

4.22

[Reserved]

4.23

[Reserved]

4.24

[Reserved].

4.25

Collateral

4.26

Jurisdiction of Organization;

Chief Executive Office; Etc.

Section

AFFIRMATIVE COVENANTS

5.1

Financial Statements and Other

Reports and Notices

5.2

Existence

5.3

Payment of Taxes and Claims

5.4

Maintenance of Properties;

Permits

5.5

Insurance

5.6

Books and Records

5.7

Compliance with Laws

5.8

Environmental

5.9

Further Assurances

5.10

ERISA Compliance

Section

NEGATIVE COVENANTS

6.1

Indebtedness

6.2

Liens

6.3

[Reserved]

6.4

Restricted Payments

6.5

[Reserved]

6.6

Investments

6.7

[Reserved]

6.8

Fundamental Changes

6.9

Dispositions

6.10

[Reserved].

6.11

Transactions with Affiliates

6.12

Conduct of Business

6.13

Permitted Activities of Credit

Parties

6.14

[Reserved]

6.15

[Reserved]

6.16

[Reserved]

6.17

[Reserved]

6.18

Change in Legal Name or Jurisdiction

Section

GUARANTY

7.1

Guaranty of the Obligations

7.2

Contribution by Guarantors

(ii)

TABLE

OF CONTENTS

(continued)

Page

7.3

Payment by Guarantors

7.4

Liability of Guarantors Absolute

7.5

Waivers by Guarantors

7.6

Guarantors’ Rights of

Subrogation, Contribution, Etc.

7.7

Subordination of Other Obligations

7.8

Continuing Guaranty

7.9

Authority of Guarantors or

Borrower

7.10

Financial Condition of the

Borrower

7.11

Bankruptcy, Etc

7.12

Discharge of Guaranty Upon

Sale of Guarantor

7.13

[Reserved

7.14

Maximum Liability

Section

EVENTS OF DEFAULT

8.1

Events of Default

8.2

Acceleration

8.3

Application of Payments and

Proceeds

Section

AGENTS

9.1

Appointment and Authority

9.2

Rights as a Lender

9.3

Exculpatory Provisions

9.4

Reliance by Agent

9.5

Delegation of Duties

9.6

Resignation of the Agents;

Removal

9.7

Non-Reliance on Agents and

Other Lenders

9.8

Administrative Agent May File

Proofs of Claim

9.9

Collateral Documents and Guaranty

9.10

[Reserved]

9.11

Certain ERISA Matters

9.12

Erroneous Payments

Section

MISCELLANEOUS

10.1

Notices

10.2

Expenses

10.3

Indemnity; Certain Waivers

10.4

Set-Off

10.5

Amendments and Waivers

10.6

Successors and Assigns

10.7

Independence of Covenants

10.8

Survival of Representations,

Warranties and Agreements

10.9

No Waiver; Remedies Cumulative

10.10

Marshalling; Payments Set Aside

10.11

Severability

10.12

Obligations Several; Independent

Nature of the Lenders’ Rights

10.13

Headings

10.14

Governing Law

10.15

Consent to Jurisdiction

10.16

WAIVER OF JURY TRIAL

10.17

Confidentiality

(iii)

TABLE

OF CONTENTS

(continued)

Page

10.18

Usury Savings Clause

10.19

No Strict Construction

10.20

Counterparts; Effectiveness

10.21

Integration

10.22

No Fiduciary Duty

10.23

PATRIOT Act

10.24

Judgment Currency

10.25

[Reserved]

10.26

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

APPENDICES:

Term

Loan Amounts

Notice

Addresses

SCHEDULES:

4.2

Equity

Interests and Ownership

4.26

Jurisdictions

of Organization

6.1

Certain

Indebtedness

6.11

Affiliate

Transactions

10.6

Competitors

EXHIBITS:

[Reserved]

Form of

Term Loan Note

[Reserved]

D-1

Form of

U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

D-2

[Reserved]

D-3

[Reserved]

D-4

Form of

U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Form of

Assignment and Assumption

[Reserved]

Form of

Solvency Certificate

Form of

Pledge Agreement

Form of

Letter Agreement

(iv)

CREDIT AND GUARANTY

AGREEMENT

This

CREDIT AND GUARANTY AGREEMENT, dated as of July 2, 2026 (as amended, supplemented, restated or otherwise modified, this “Agreement”),

is entered into by and among IRIDIUM MONITOR HOLDINGS LLC, a Delaware limited liability company (the “Borrower”),

NAV CANADA SATELLITE, INC., a Delaware corporation (“Nav Canada Blocker”), AIRNAV NORTH ATLANTIC INC., a Delaware

corporation (“AirNav Blocker”), ENAV NORTH ATLANTIC LLC, a Delaware limited liability company (“ENAV Blocker”),

NAVIAIR SURVEILLANCE USA LLC, a Delaware limited liability company (“Naviair Blocker”), and NATS (USA) INC., a Delaware

corporation (“NATS Blocker,” and together with Nav Canada Blocker, AirNav Blocker, ENAV Blocker and Naviair Blocker,

the “Guarantors”), THE LENDERS FROM TIME TO TIME PARTY HERETO, and GLAS USA LLC, a limited liability company organized

and existing under the laws of the State of New Jersey, as administrative agent (in such capacity, together with its permitted successors

in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, together with its permitted

successors in such capacity, the “Collateral Agent”).

RECITALS:

WHEREAS,

capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS,

the Lenders, as sellers under the Securities Purchase Agreement, have agreed to defer the payment of $183,362,007 of the purchase price

payable to Lenders by the Borrower, as buyer under the Securities Purchase Agreement, which deferred payment obligation shall be deemed

to have been funded on the date hereof by the Lenders pursuant to a term loan on the terms and conditions set forth in this Agreement

concurrently with the closing under the Securities Purchase Agreement;

WHEREAS,

the Guarantors have agreed to guarantee the obligations of the Borrower hereunder; and

WHEREAS,

the Credit Parties have agreed to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured

Parties, a First Priority Lien on the Collateral.

NOW,

THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree

as follows:

Section 1            DEFINITIONS

AND INTERPRETATION

1.1             Definitions.

The following terms used herein, including in the preamble, recitals, appendices, schedules and exhibits hereto, shall have the following

meanings:

“Administrative

Agent” as defined in the preamble hereto.

“Administrative

Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected

Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified; provided that no Agent or Lender shall be deemed an “Affiliate”

of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Credit Documents.

“Agent”

means each of the Administrative Agent and the Collateral Agent.

“Agent

Parties” as defined in Section 10.1(d)(ii).

“Aggregate

Payments” as defined in Section 7.2.

“Agreement”

as defined in the preamble hereto.

“Aireon

Belgium” means Aireon Belgium, a limited liability private company, with its registered office at 1040 Brussels, Robert Schumanplein

6, Office #625, VAT BE0695.848.603 and company number (RPR Brussels) 0695.848.603.

“Aireon

Canada” means AIREON CANADA LTD., a New Brunswick corporation.

“Aireon

Group” means, collectively, the Credit Parties and their Subsidiaries.

“Aireon

International” means Aireon International LLC, a Delaware limited liability company.

“Aireon

LLC” means Aireon LLC, a Delaware limited liability company.

“AirNav

Blocker” as defined in the preamble hereto.

“AML

and Anti-Terrorism Laws” means all Laws of any jurisdiction in effect from time to time relating to terrorism or money laundering.

For the avoidance of doubt, the term “AML and Anti-Terrorism Laws” shall include, but shall not be limited to, all laws,

rules and regulations of the United States, the United Nations Security Council, the European Union or its Member States, the United

Kingdom and His Majesty’s Treasury, Germany and Canada relating to bribery, corruption, money laundering or terrorist financing,

including, without limitation, Executive Order No. 13224, the PATRIOT Act, the Bank Secrecy Act, 31 U.S.C. section 5311 et seq.;

Title III of the USA Patriot Act; 18 U.S.C. section 1956; 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency

and Foreign Transactions Regulations, 31 C.F.R. Part 103; the United Kingdom Proceeds of Crime Act 2002; and the United Kingdom

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and Part II.1 of the Criminal

Code (Canada), the PCMLTF Act, and all Laws comprising or implementing these Laws.

“Approved

Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an

entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment

and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative

Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Authorized

Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief

executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer

or treasurer; provided that no individual shall be deemed to be an “Authorized Officer” of any Person unless and until

the secretary or assistant secretary of such Person (or such other Person as may be approved by the Administrative Agent) shall have

delivered to the Administrative Agent an incumbency certificate as to the office of such individual with respect to such Person.

“Bail-In

Action” means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of any

liability of an Affected Financial Institution.

“Bail-In

Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of

the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such

EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United

Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable

in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their

affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy

Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor

statute.

“Beneficiary”

means each Agent and each Lender.

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,

(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include

(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets

of any such “employee benefit plan” or “plan”.

“Board

of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person,

(b) in the case of any limited liability company, the board of managers or managing members of such Person, (c) in the case

of any partnership, the general partners of such partnership (or the board of directors of the general partner of such Person, if any)

and (d) in any other case, the functional equivalent of the foregoing.

“Board

of Governors” means the Board of Governors of the United States Federal Reserve System.

“Borrower”

as defined in the preamble hereto.

“Business

Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York

or is a day on which banking institutions located in such state are authorized or required by Law or other governmental action to close.

“Canadian

Pension Plans” means any plan, program or arrangement that is a pension plan that is required to be registered under any applicable

Canadian federal or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained

or contributed to by, or to which there is or may be an obligation to contribute by, an Credit Party or Subsidiary operating in Canada

in respect of any Person’s employment in Canada with such Credit Party or Subsidiary, other than any Canadian MEPP or plans established

by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained

by the government of the Province of Quebec.

“Canadian

Subsidiary” means Aireon Canada Ltd., a New Brunswick corporation.

“Capital

Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee

that, in conformity with GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards

Board, but subject to Section 1.2), is or should be accounted for as a capital lease on the balance sheet of that Person.

“Cash

Equivalents” means, as at any date of determination, any of the following: (a) United States Dollars, (b) marketable

securities (i) issued or directly and unconditionally guaranteed by the United States Government or (ii) issued by any agency

or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States, in each

case with maturities not exceeding two years from the date of acquisition; (c) marketable direct obligations issued by any state

of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case with

maturities not exceeding two years from the date of acquisition and having, at the time of the acquisition thereof, an investment-grade

rating from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(d) commercial paper or variable or fixed rate notes issued by a corporation or other Person maturing no more than two years from

the date of acquisition and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from

Moody’s; (e) certificates of deposit or bankers’ acceptances with maturities of two years or less from the date of acquisition

and issued or accepted by any Lender or by any commercial bank organized under the Laws of the United States of America or any state

thereof or the District of Columbia that has capital and surplus in excess of $2,000,000,000; (f) repurchase obligations for underlying

securities of the types described in clauses (b), (c) and (e) above entered into with any financial institution

or securities dealers of recognized national standing meeting the qualifications specified in clause (e) above, (g) Indebtedness

issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably

equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the

date of acquisition, and marketable short-term money market and similar securities having a rating of at least “A-2” or “P-2”

from either S&P or Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency), (h) investment

funds investing at least 95% of their assets in investments of the types described in clauses (a) through (g) above

and (i) below; and (i) Investments with average maturities of 12 months or less from the date of acquisition in money market

funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably

equivalent ratings of another internationally recognized ratings agency).

“Casualty/Condemnation

Event” means (a) any casualty, loss, destruction, damage or taking of any property (or any part thereof by a Governmental

Authority), (b) any condemnation, loss of title, seizure, or taking, by exercise of the power of eminent domain or otherwise, of

any property (or any part thereof), or confiscation of any property (or any part thereof) or the requisition of the use of such property

by a Governmental Authority, or (c) any event that results in the receipt of insurance proceeds (including any covered loss under

an insurance policy that covers or purports to cover the asset subject thereto).

“Change

of Control” means any of the following:

(a)            Iridium

ceases to beneficially own (within the meaning of Rule 13d-5) under the Exchange Act (as in effect on the date hereof) and Control,

directly or indirectly, 100% of the aggregate voting and economic power of the issued and outstanding Equity Interests of the Borrower

(determined on a fully diluted basis); or

(b)            at

any time, (i) the Borrower and the Guarantors cease to collectively own and Control directly or indirectly, beneficially or of record,

100% of the issued and outstanding Equity Interests of the Company, (ii) Company ceases to own and Control directly, beneficially

or of record, 100% of the issued and outstanding Equity Interests of Aireon LLC, (iii) Aireon LLC ceases to own and Control directly,

beneficially or of record, 100% of the issued and outstanding Equity Interests of Aireon Canada, or (iv) Aireon LLC ceases to own

and Control, directly or indirectly, 100% of the issued and outstanding Equity Interests of Aireon Belgium, Aireon International and

any other Subsidiary, in each case of the foregoing clauses (iii) and (iv), except in connection with any internal restructuring

for tax or other similar reasons that is otherwise permitted under this Agreement and under the Company Credit Agreement; or; or

“Change of Control” (or any comparable term or provision) occurs under or with respect to the Iridium Credit Agreement or

the Company Credit Agreement (in each case, as in effect on the Closing Date); or

(d)            the

direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or consolidation),

in one or a series of related transactions, of all or substantially all of the properties or assets of the Aireon Group taken as a whole

to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)).

“Closing

Date” means the date of satisfaction or waiver of all conditions precedent under Section 3.2 and the deemed making

of the Term Loans.

“Code”

means the Internal Revenue Code of 1986, as amended, together with the regulations promulgated thereunder from time to time.

“Collateral”

means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are granted or purported

to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral

Agent” as defined in the preamble hereto.

“Collateral

Documents” means the Pledge Agreement and all other instruments, documents and agreements delivered by or on behalf or at the

request of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor

of, the Collateral Agent, for the benefit of the Secured Parties, a Lien on the Collateral as security for the Obligations.

“Commodity

Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor

statute.

“Communications”

as defined in Section 10.1(d)(ii).

“Company”

means Aireon Holdings LLC, a Delaware limited liability company.

“Company

Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of October 10, 2023, by and among the Company,

Aireon LLC, Aireon Canada, the Subsidiary Guarantors (as defined therein) from time to time party thereto, the Lenders (as defined therein)

from time to time party thereto, GLAS USA LLC, a New Jersey limited liability company, as administrative agent, and GLAS AMERICAS LLC,

a New York limited liability company, as collateral agent.

“Company

Parties” means the Company and/or its Subsidiaries.

“Competitor”

means (a) any Person listed on Schedule 10.6, and (b) any Person which, directly or indirectly, Controls or holds an

aggregate of more than 50% of the voting stock of a Person referred to in clause (a) above.

“Contractual

Obligation” means, as applied to any Person, any provision of any security issued by that Person or of any indenture, mortgage,

deed of trust, contract, undertaking, agreement or other instrument (other than a Credit Document) to which that Person is a party or

by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing

Guarantors” as defined in Section 7.2.

“Control”

means the possession, directly or indirectly, of the power to either to direct or cause the direction of the management and policies

of such Person whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Credit

Document” means any of this Agreement, the Tem Loan Notes, if any, the Collateral Documents, the Letter Agreement, and any

other agreement, instrument, certificate, letter, report and other document required to be executed and delivered by a Credit Party pursuant

hereto or thereto or otherwise evidencing or securing any Term Loan or any other Obligation.

“Credit

Extension” means the deemed making of a Term Loan.

“Credit

Party” means the Borrower and each Guarantor.

“Debtor

Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit

of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States,

any province or territory of Canada or other applicable jurisdictions from time to time in effect.

“Default”

means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Disposition”

as defined in Section 6.9. “Dispose” and “Disposed” have meanings correlative thereto.

“Disqualified

Equity Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interest into

which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily

redeemable (other than solely for Equity Interests that are not otherwise Disqualified Equity Interests), pursuant to a sinking fund

obligation or otherwise, (b) is redeemable or required to be repurchased at the option of the holder thereof or upon the happening

or one or more certain events (other than solely for Equity Interests that are not otherwise Disqualified Equity Interests), in whole

or in part, (c) provides for scheduled payments or dividends in cash, or (d) is or becomes convertible into or exchangeable

for Indebtedness or any other Equity Interest that would constitute Disqualified Equity Interests, in each case, prior to the date that

is ninety-one days after the latest applicable Maturity Date as in effect on the date of the issuance of such Equity Interest, except,

in the case of clauses (a) and (b), if as a result of a Change of Control, any other change of control (as such term,

or any similar term, is defined in such Equity Interest) or an asset sale, so long as any rights of the holders thereof upon the occurrence

of such a Change of Control, other change of control or asset sale event are subject to the prior payment in full of all Obligations

(other than Remaining Obligations).

“Dollars”

and the sign “$” mean the lawful money of the United States of America.

“EEA

Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which

is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent

of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA

Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and

is subject to the consolidated supervision of its parent.

“EEA

Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA

Resolution Authority” means any body, public administrative authority or other Person entrusted with public administrative

authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible

Assignee” means: (a) any Lender, (b) any Affiliate of a Lender, (c) any Approved Fund, (d) any entity

managed, controlled or advised by, co-invested in a fund with, or otherwise involved in an investment management agreement with a Lender

or any Affiliate thereof and (e) any Person that meets the requirements to be an assignee under Section 10.6(b).

“Employee

Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (regardless of whether

such plan is subject to ERISA, but other than any Multiemployer Plan or Foreign Pension Plan) which is sponsored, maintained or contributed

to by, or required to be contributed by, the Borrower or any of its Subsidiaries or, solely with respect to such a plan subject to Section 412

of the Code, Section 302 of ERISA or Title IV of ERISA, any of their respective ERISA Affiliates, or with respect to which the Borrower

or any of its Subsidiaries has any material liability.

“ENAV

Blocker” as defined in the preamble hereto.

“Environmental

Claim” means any notice of violation, claim, investigation, liability, obligation, action, suit, proceeding, demand, abatement

order or other written notice or order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising

(a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any

Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage,

injury, threat or harm to health or safety (with respect to exposure to Hazardous Materials), natural resources or the environment.

“Environmental

Laws” means any and all current (as of any date of determination) or future foreign or domestic, federal or state (or any subdivision

of either of them) Laws, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (a) pollution

or the protection of the environment, including those relating to any Hazardous Materials Activity; (b) the generation, use, storage,

transportation or disposal of Hazardous Materials; or (c) occupational safety and health (with respect to exposure to Hazardous

Materials), industrial hygiene, land use or the protection of human, plant or animal health or welfare (in each case with respect to

exposure to Hazardous Materials).

“Equity

Interests” means all shares of capital stock, partnership interests (whether general or limited), limited liability company

membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive

a share of profits or losses, or distributions of assets, of an issuing Person, including any and all warrants, rights or options to

purchase or other arrangements or rights to acquire any of the foregoing, but excluding any debt Securities convertible into such Equity

Interests.

“ERISA”

means the Employee Retirement Income Security Act of 1974, and any successor thereto.

“ERISA

Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations

within the meaning of Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether

or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of

the Code of which that Person is a member; and (c) solely for purposes of Section 412 of the Code, any member of an affiliated

service group within the meaning of Section 414(m) or (o) of the Code of which that Person is a member.

“ERISA

Event” means (a) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations

issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived

by regulation); (b) with respect to any Pension Plan, the failure to meet the minimum funding standard of Section 412 of the

Code (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required

installment under Section 430(j) of the Code or, with respect to any Multiemployer Plan, the failure to make any required contribution

in accordance with Section 515 of ERISA, or the application for a waiver of the minimum funding standard or an extension of any

amortization period, within the meaning of Sections 412(c) or 431(d) of the Code with respect to any Pension Plan; (c) the

provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate

such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by an ERISA Party from any

Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower

or any of its Subsidiaries pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate

any Pension Plan or Multiemployer Plan, or the occurrence of any event or condition which could reasonably be expected to constitute

grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition

of liability on any ERISA Party pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of

ERISA; (g) with respect to a Multiemployer Plan, the withdrawal of any ERISA Party in a complete or partial withdrawal (within the

meaning of Sections 4203 and 4205 of ERISA) if there is any potential liability to an ERISA Party therefor, or the receipt by any ERISA

Party of notice that such plan is in insolvency pursuant to Section 4245 of ERISA, or that such plan is to terminate or has terminated

under Section 4041A of ERISA (to the extent such termination will or is likely to result in a liability to an ERISA Party) or under

4042 of ERISA; (h) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on an

ERISA Party of fines, penalties, taxes or related charges under Chapter 43 of Title 26 of the Code or under Section 409, Section 502(c),

(i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of a material claim (other

than routine claims for benefits), suit, action, proceeding, hearing, audit or, to the knowledge of the Borrower, investigation against

any Foreign Pension Plan or the assets thereof, Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against

an ERISA Party in connection with any Employee Benefit Plan or Foreign Pension Plan,; (j) receipt from the IRS of notice of the

failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension

Plan to qualify for exemption from taxation under Section 501(a) of the Code, or the receipt of the notice of the failure of

a Foreign Pension Plan to qualify for any applicable tax-favored status or to be registered and maintained in good standing with the

applicable Governmental Authority; or (k) the imposition of a lien on the assets of the Borrower or any of its Subsidiaries pursuant

to Section 430(k) of the Code or Section 303(k) or Section 4068 of ERISA.

“ERISA

Party” means the Borrower, its Subsidiaries or any ERISA Affiliate of the foregoing.

“Erroneous

Payment” has the meaning assigned to it in Section 9.12(a)(x).

“Erroneous

Payment Deficiency Assignment” has the meaning assigned to it in Section 9.12(c)(i)(A).

“Erroneous

Payment Impacted Class” has the meaning assigned to it in Section 9.12(c)(i)(A).

“Erroneous

Payment Return Deficiency” has the meaning assigned to it in Section 9.12(c)(i).

“Erroneous

Payment Subrogation Rights” has the meaning assigned to it in Section 9.12(d)(x).

“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor

person), as in effect from time to time.

“Event

of Default” as defined in Section 8.1.

“Exchange

Act” means the Securities Exchange Act of 1934, and any successor statute.

“Excluded

Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from

a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits

Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office

or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision

thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts

payable to or for the account of such Lender with respect to an applicable interest in a Term Loan pursuant to a law in effect on the

date on which (i) such Lender acquires such interest in the Term Loan or (ii) such Lender changes its lending office, except

in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such

Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending

office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(g) and (d) any

U.S. federal withholding Taxes imposed under FATCA.

“Executive

Order No. 13224” means that certain Executive Order No. 13224, effective September 24, 2001, as the same has

been, or shall hereafter be, renewed, extended, amended or replaced.

“Facility”

means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned,

leased, operated or used by the Borrower or any of its Subsidiaries or any of their respective predecessors.

“Fair

Share” as defined in Section 7.2.

“Fair

Share Contribution Amount” as defined in Section 7.2.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations

thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any successor or amended version

described above), any intergovernmental agreement entered into in connection with the implementation of such sections of the Code, and

any fiscal or regulatory legislation or official administrative guidance adopted pursuant to such intergovernmental agreement.

“Federal

Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal) equal to the weighted average of the

rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve

Bank of New York on the Business Day next succeeding such day; provided that, (a) if such day is not a Business Day, the

Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published

on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds

Effective Rate for such day shall be the average rate charged to the Administrative Agent, in its capacity as a Lender, on such day on

such transactions as determined by the Administrative Agent.

“First

Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document that

constitutes Equity Interests, that such Lien is prior in right to any other lien thereon, other than Liens which as a matter of law have

priority over the Liens on such Collateral created pursuant to the relevant Collateral Documents.

“Fiscal

Year” means the fiscal year of the Company and its Subsidiaries ending on December 31 of each calendar year.

“Foreign

Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is

not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is

resident for tax purposes.

“Foreign

Pension Plan” means any plan, fund (including any superannuation fund) or other similar program established or maintained outside

of the United States by the Borrower or any of its Subsidiaries primarily for the benefit of employees of the Borrower or any of its

Subsidiaries residing outside of the United States that provides, or results in, retirement income, a deferral of income in contemplation

of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in

commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding

Guarantor” as defined in Section 7.2.

“GAAP”

means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting

principles in effect as of the date of determination thereof.

“Governmental

Authority” means the government of the United States of America, Canada or any other nation, or of any political subdivision

thereof, whether state, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court,

central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of

or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental

Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental

Authority.

“Guaranteed

Obligations” as defined in Section 7.1.

“Guarantor”

as defined in the preamble hereto.

“Guaranty”

means the guaranty of each Guarantor set forth in Section 7.

“Hazardous

Materials” means any chemical, material or substance, which is prohibited, limited or regulated by any Governmental Authority,

could result in liability under any Environmental Law or may or could pose a hazard to human, animal or plant health or safety or to

the environment or natural resources, including any per- and polyfluoroalkyl substances.

“Hazardous

Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material,

including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge,

placement, generation, transportation, processing, construction, treatment, investigation, abatement, removal, remediation, disposal,

disposition or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Highest

Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged,

or received under the Laws applicable to any Lender which are presently in effect or, to the extent allowed by Law, under such applicable

Laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable Laws now allow.

“Indebtedness”,

as applied to any Person, means, without duplication, (a) indebtedness for borrowed money and all obligations of such Person evidenced

by bonds, debentures, notes, loan agreements or other similar instruments, including obligations so evidenced that are incurred in connection

with the acquisition of property, assets or businesses; (b) that portion of obligations with respect to Capital Leases that is properly

classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and drafts accepted representing extensions

of credit, regardless of whether representing obligations for borrowed money; (d) the Iridium Hosting Cost Reimbursement Obligation;

(e) any obligation owed for all or any part of the deferred purchase price of property or services, excluding (i) trade payables

and accrued expenses incurred in the Ordinary Course of Business, (ii) accruals for payroll and other liabilities accrued in the

Ordinary Course of Business and (iii) earnouts or similar contingent acquisition consideration, except to the extent that such amounts

are not paid when due; (f) indebtedness (excluding prepaid interest thereon) secured by a Lien on any property or asset owned or

held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to

the credit of that Person (such indebtedness (excluding prepaid interest thereon) being deemed to be an amount equal to the lesser of

(i) the principal amount of such indebtedness and (ii) the fair market value of such property or asset); (g) the maximum

amount (after giving effect to any prior drawings or reductions that may have been reimbursed) of any letter of credit, bankers’

acceptances, bank guarantees, surety bonds, performance bonds, and similar instruments issued for the account of that Person or as to

which that Person is otherwise liable for reimbursement of drawings; provided, however, that any such instruments that are cash collateralized

shall not constitute Indebtedness to the extent of such cash collateralization; (h) Disqualified Equity Interests; (i) the

direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the Ordinary Course of Business), co-making, discounting

with recourse or sale with recourse by such Person of the obligation of another; (j) any obligation of such Person the primary purpose

or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any

agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect

thereof; (k) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (i) to

purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge

of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (ii) to maintain

the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described

under subclauses (i) or (ii) of this clause (k), the primary purpose or intent thereof is as described

in clause (i) above; (l) net obligations of such Person under any Swap Contract; provided that the amount of

any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date, and

(m) guarantees and similar obligations in respect of any of the foregoing.

“Indemnified

Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of

any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a),

Other Taxes.

“Indemnitee”

as defined in Section 10.3(a).

“Investment”

means, with respect to any Person, (a) any investment by such Person in any other Person (including Affiliates) in the form of loans,

guarantees, advances or other extensions of credit, capital contributions or acquisitions of Indebtedness (including, any bonds, notes,

debentures or other debt securities), Equity Interests, or all or substantially all of the assets of such other Person (or of any division

or business line of such other Person) or (b) the purchase or ownership of any futures contract or liability for the purchase or

sale of currency or other commodities at a future date in the nature of a futures contract. For purposes of covenant compliance, the

amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent

increases or decreases in the value of such Investment.

“Iridium”

means Iridium Satellite LLC.

“Iridium

Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of September 20, 2023, among Iridium, Iridium

Holdings, solely with respect to Section 10.12 thereof, Iridium Communications Inc., a Delaware corporation, the lenders party

thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent and the collateral agent.

“Iridium

Holdings” means Iridium Holdings LLC, a Delaware limited liability company.

“Iridium

Parent Group” means Iridium Holdings and its Subsidiaries, other than Subsidiaries that are members of the Aireon Group.

“Iridium

Repricing Indebtedness” means Permitted Refinancing Indebtedness (as defined in the Iridium Credit Agreement as in effect on

the date hereof) (a) that is effected for the primary purpose of reducing the applicable yield and/or interest rate in respect of

the Indebtedness being refinanced, (b) does not involve any maturity date extension of the Indebtedness being refinanced and (c) in

respect of which the principal amount does not exceed (i) the principal amount of the Indebtedness being refinanced, plus

(ii) any accrued and unpaid interest and fees on such refinanced Indebtedness, plus (iii) the amount of any tender or

redemption premium paid thereon or any penalty or premium required to be paid under the terms of the instrument or documents governing

such refinanced Indebtedness and any costs, fees and expenses incurred in connection with the issuance of such new Indebtedness and the

refinancing of such refinanced Indebtedness.

“IRS”

means the United States Internal Revenue Service.

“Laws”

means, collectively, as to any Person, all international, foreign, federal, state, provincial, territorial, municipal and local laws

(statutory or common), statutes, treaties, rules, orders, polices, guidelines, requirements, regulations, ordinances, compacts, codes

and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental

Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not

having the force of law, in each case applicable to or binding upon such Person or any of its property or to which such Person or any

of its property is subject.

“Lender”

means each Person listed on the signature pages hereto as a Lender, and any other Person (other than a natural Person) that becomes

a party hereto pursuant to an Assignment and Assumption.

“Lender

Affiliated Parties” as defined in Section 10.22.

“Lender

Party” as defined in Section 10.17.

“Letter

Agreement” means that certain letter agreement, dated as of the date hereof, by Iridium in favor of the Collateral Agent, substantially

in the form of Exhibit J hereto.

“Lien”

means any lien, mortgage, pledge, assignment, security interest, charge, hypothecation, collateral assignment, deemed trust or encumbrance

of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease

in the nature thereof, but excluding operating leases) and any option, trust or other preferential arrangement having the practical effect

of any of the foregoing.

“Margin

Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

“Master

Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material

Adverse Effect” means any event, change or condition that, individually or in the aggregate, has had, or could reasonably be

expected to have a material adverse effect on (i) the business, assets, liabilities, results of operations or financial condition

of the Credit Parties, taken as a whole, (ii) the ability of the Credit Parties (taken as a whole) to fully and timely perform any

of their obligations under any Credit Document to which any Credit Party is a party, (iii) the material rights and remedies of the

Agents and any other Secured Party under the Credit Documents, including the legality, validity, binding effect or enforceability of

the Credit Documents or (iv) the validity or the priority of any Lien in favor of the Collateral Agent with respect to any material

portion of the Collateral.

“Material

Indebtedness” means Indebtedness (other than the Obligations) of the Borrower and/or any of its Subsidiaries in an aggregate

outstanding principal amount of $5,000,000 or more.

“Maturity

Date” means the date that is one year following the Closing Date.

“Maximum

Liability” as defined in Section 7.14.

“Moody’s”

means Moody’s Investors Service, Inc.

“Multiemployer

Plan” means any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is sponsored, maintained

or contributed to by, or required to be contributed to by, an ERISA Party, or with respect to which an ERISA Party has any material liability.

“NAIC”

means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative

Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing

the operations of the Company and its Subsidiaries in a form delivered pursuant to the Company Credit Agreement.

“NATS

Blocker” as defined in the preamble hereto.

“NAV

Canada Blocker” as defined in the preamble hereto.

“Naviair

Blocker” as defined in the preamble hereto.

“Net

Cash Proceeds” means, with respect to the incurrence of any Indebtedness for borrowed money or the issuance or sale of Equity

Interests, an amount equal to the gross cash proceeds received by the respective Person from such incurrence, issuance or sale, net of

underwriting discounts, commissions, fees and other costs of, and expenses associated with, such incurrence, issuance or sale.

“Non-Public

Information” means information which has not been disseminated in a manner making it available to investors generally, within

the meaning of Regulation FD.

“Obligations”

means all obligations of every nature of each Credit Party from time to time owed to any Agent (including any former Agent) or any Lender

under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in any proceeding

under any Debtor Relief Law with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed

against such Credit Party for such interest in such proceeding), fees, expenses, indemnification or otherwise, and Credit Party obligations

to pay, discharge and satisfy the Erroneous Payment Subrogation Rights.

“Obligee

Guarantor” as defined in Section 7.7.

“OFAC”

means the U.S. Department of the Treasury’s Office of Foreign Assets Control, or any successor thereto.

“Ordinary

Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business,

as conducted by any such Person in good faith.

“Organizational

Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and

its by-laws; (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement;

(c) with respect to any general partnership, its partnership agreement; (d) with respect to any limited liability company,

its certificate of formation or articles of organization, its operating agreement, and any shareholders agreement; and (e) with

respect to any Person that is any other type of entity, such documents as shall be comparable to the foregoing. In the event any term

or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a Governmental Authority,

the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental

Authority.

“Other

Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between

such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,

become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged

in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Term Loan or Credit Document).

“Other

Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from

any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of

a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed

with respect to an assignment.

“PATRIOT

Act” means USA PATRIOT Improvement and Reauthorization Act, Title III of Pub. L. 109-177.

“Payment

Letter(s)” as defined in Section 2.11.

“Payment

Office” means the office of the Administrative Agent set forth on Appendix B hereto, or such other office as the

Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“Payment

Recipient” has the meaning assigned to it in Section 9.12(a).

“PBGC”

means the Pension Benefit Guaranty Corporation or any successor thereto.

“PCMLTF

Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations promulgated thereunder.

“Pension

Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code, Section 302

of ERISA or Title IV of ERISA.

“Permitted

Lien” means each Lien permitted pursuant to Section 6.2.

“Permitted

Refinancing” as defined in Section 6.1(s).

“Person”

means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability

partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts

or other organizations, whether or not legal entities, and Governmental Authorities.

“Platform”

as defined in Section 10.1(d)(i).

“Pledge

Agreement” means the Pledge Agreement, dated the Closing Date, made by the Borrower and each Guarantor in favor of the Collateral

Agent, substantially in the form attached hereto as Exhibit I.

“Pledged

Equity” means the “Pledged Securities” as such term is defined in the Pledge Agreement.

“Properly

Contested” means, with respect to any obligation of any Credit Party or any Subsidiary of any Credit Party, (a) the obligation

is subject to a bona fide dispute regarding amount or the Credit Party’s or Subsidiary’s liability to pay, (b) the obligation

is being properly contested in good faith by appropriate proceedings diligently conducted, and (c) appropriate reserves have been

established for such obligation in accordance with GAAP.

“Pro

Rata Share” means, with respect to any Lender, with respect to all payments, computations and other matters relating to the

Term Loan Facility, the percentage obtained by dividing (i) the Term Loan Exposure of such Lender under the Term Loan Facility by

(ii) the aggregate Term Loan Exposure of all of the Lenders under the Term Loan Facility.

“PTE”

means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time

to time.

“Real

Estate Asset” means an interest (fee, leasehold or otherwise) in any real property.

“Recipient”

means any Agent or any Lender, as applicable.

“Register”

as defined in Section 10.6(c).

“Regulation

D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation

FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act

as in effect from time to time.

“Related

Fund” means, with respect to any Lender that is a fund that invests in bank or commercial loans and similar extensions of credit,

any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender,

(b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or manages such

Lender.

“Related

Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,

agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release”

means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,

leaching, emptying or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal

of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material

through the air, soil, sediment, subsurface strata, surface water, drinking water supplies or groundwater.

“Remaining

Obligations” means, as of any date of determination, the Obligations that as of such date of determination are Obligations

under the Credit Documents that survive termination of the Credit Documents, but as of such date of determination are not due and payable

and for which no claims have been made.

“Removal

Effective Date” as defined in Section 9.6(a).

“Required

Lenders” means, as of any date of determination, one or more Lenders having or holding Term Loan Exposure representing more

than 50% of the aggregate Term Loan Exposure of all of the Lenders under all Term Loan Facilities.

“Resignation

Effective Date” as defined in Section 9.6(a).

“Restricted

Payment” means (a) the declaration or payment of any dividend or other distribution, direct or indirect, on account of

any Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) the making of any repurchase,

redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of

any Equity Interests of any Credit Party or any direct or indirect parent of any Credit Party, now or hereafter outstanding, (c) the

making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or

acquisition of shares of any class of Equity Interests of any Credit Party or any direct or indirect parent of any Credit Party, now

or hereafter outstanding, (d) the return of any Equity Interests to any shareholders or other equity holders of any Credit Party

or any of its Subsidiaries, or making any other distribution of property, assets, shares of Equity Interests, warrants, rights, options,

obligations or securities thereto as such, (e) the payment of any management, consulting, monitoring or advisory fees or any other

fees or expenses (including the reimbursement thereof by any Credit Party or any of its Subsidiaries) pursuant to the Organizational

Documents of any Credit Party or any management, consulting, monitoring, advisory or other services agreement to any of the shareholders

or other equityholders of any Credit Party or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates

of any Credit Party, and (f) the payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase,

retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to, any Indebtedness

owed by the Borrower and/or its Subsidiaries to any of its Affiliates and/or any Indebtedness owed by the Borrower and/or its Subsidiaries

that is subordinated in right of payment of the Obligations.

“S&P”

means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global

Inc., and any successor thereto.

“Secured

Parties” means, collectively, the Agents and the Lenders.

“Securities”

means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing

agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible,

subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest,

shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase

or acquire, any of the foregoing.

“Securities

Act” means the Securities Act of 1933, and any successor statute.

“Securities

and Exchange Commission” means the US Securities and Exchange Commission, or any successor thereto.

“Securities

Purchase Agreement” means that certain Securities Purchase Agreement, dated as of May 13, 2026, by and among, inter

alios, the Borrower, the Company and the Lenders.

“Shareholder

Subordinated Financing” means Indebtedness of Borrower and/or any of its Subsidiaries that is: (a) owed to one or more

members of the Iridium Parent Group, (b) unsecured, (c) subordinated in right of payment to the Obligations pursuant to a subordination

agreement in form and substance satisfactory to the Required Lenders, and (d) pursuant to documentation and on terms approved and

in form and substance satisfactory to the Required Lenders.

“Solvency

Certificate” means a Solvency Certificate substantially in the form of Exhibit H.

“Solvent”

as defined in the Solvency Certificate.

“Specified

Default” as defined in Section 8.1(e).

“Subsidiary”

means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate,

association, joint venture or other business entity of which more than 50% of (a) the outstanding Equity Interests having (in the

absence of contingencies) ordinary voting power to elect a majority of the Board of Directors of such Person, (b) in the case of

a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or

(c) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association

or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries,

by such Person. References to a Subsidiary shall mean a Subsidiary of the Borrower unless the context expressly provides otherwise.

“Swap

Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,

commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond

index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign

exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including

any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,

and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or

governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International

Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master

Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap

Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally

enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been

closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior

to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts,

as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap

Contracts (which may include a Lender or any Affiliate of a Lender).

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term

Loan” means a term loan deemed made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.1(a).

The amount of each Lender’s Term Loan on the Closing Date is set forth on Appendix A. The aggregate amount of the Term

Loans as of the Closing Date is $183,362,007.

“Term

Loan Exposure” means, as of any date of determination, the outstanding principal amount of the Term Loans owing to a Lender

under the Term Loan Facility.

“Term

Loan Facility” means the Term Loans and the provisions herein related to the Term Loans.

“Term

Loan Note” means a note in the form of Exhibit B.

“UCC”

means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory

provisions of Law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the Collateral

Agent in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, the term “UCC”

shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such

perfection, effect of perfection or non-perfection or priority.

“UK

Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to

time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook

(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions

and investment firms, and certain affiliates of such credit institutions or investment firms.

“U.S.

Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S.

Tax Compliance Certificate” has the meaning assigned to such term in Section 2.20(g)(ii)(B)(4).

“Weighted

Average Life to Maturity” means, when applied to any item of Indebtedness at any date, the number of years obtained by dividing:

(a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial

maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of

years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then

outstanding principal amount of such Indebtedness.

“Withholding

Agent” means the Borrower, the Administrative Agent and any other applicable withholding agent.

“Write-Down

and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of

such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers

of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any

UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect

as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

1.2            Accounting

Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned

to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant

to Section 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (except for the lack

of footnotes and being subject to year-end adjustments in the case of annual audited financial statements); provided that unaudited

quarterly financial statements shall only be required to be prepared generally in accordance with GAAP as in effect at the time of such

preparation and otherwise consistent with past practice and on a consistent basis.

1.3            Interpretation,

Etc. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”

and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”

shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any

definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument

or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments,

supplements or modifications set forth in any Credit Document), (b) any reference herein to any Person shall be construed to include

such Person’s successors and assigns to the extent permitted under the Credit Documents, (c) the words “herein,”

“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety

and not to any particular provision hereof, (d) all references herein to Sections, Appendices, Exhibits and Schedules shall be construed

to refer to Sections of, and Appendices, Exhibits and Schedules to, this Agreement, (e) any reference to any Law herein shall, unless

otherwise specified, refer to such Law as amended, modified or supplemented from time to time, (f) the words “asset”

and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible

assets and properties, including cash, Securities, accounts and contract rights, (g) a Default or Event of Default shall be deemed

to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such

Default or Event of Default is waived in writing pursuant to this Agreement or cured, (h) any Lien referred to in this Agreement

or any other Credit Document as having been created in favor of any Agent, any agreement entered into by any Agent pursuant to this Agreement

or any other Credit Document, any payment made by or to or funds received by any Agent pursuant to or as contemplated by this Agreement

or any other Credit Document, or any act taken or omitted to be taken by any Agent, shall, unless otherwise expressly provided, be created,

entered into, made or received, or taken or omitted, for the benefit or account of the Agents and the Lenders, (i) wherever the

phrase “to the knowledge of any Credit Party” or words of similar import relating to the knowledge or the awareness of any

Credit Party are used in this Agreement or any other Credit Document, such phrase shall mean and refer to the actual knowledge of a senior

officer of any Credit Party, (j) all covenants hereunder shall be given independent effect so that if a particular action or condition

is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations

of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists, and all representations

and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect

or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached

will not affect the incorrectness of a breach of a representation or warranty hereunder, (k) all terms used in this Agreement which

are defined in Article 8 or Article 9 of the UCC and which are not otherwise defined herein shall have the same meanings herein

as set forth therein, and (l) unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or

Eastern daylight saving time, as in effect in New York City on such day.

1.4            Certifications.

Any certificate or other writing required hereunder or under any other Credit Document to be certified by any officer or other authorized

representative of any Person shall be deemed to be executed and delivered by the individual holding such office solely in such individual’s

capacity as an officer or other authorized representative of such Person and not in such officer’s or other authorized representative’s

individual capacity.

1.5            Timing

of Performance. When the performance of any covenant, duty or obligation (including, without limitation, any required payment of

principal, interest, fees or other Obligations) under any Credit Document is required to be performed on a day which is not a Business

Day, the date of such performance shall extend to the immediately succeeding Business Day.

1.6            Cashless

Rollovers. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all

or a portion of its Term Loans in connection with any refinancing, extension or similar transaction permitted by the terms of this Agreement,

pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

1.7            [Reserved].

1.8            Currency

Generally. For purposes of determining compliance with Section 6.1, Section 6.2 and Section 6.6 with respect to any

amount of any Indebtedness, Lien or Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have

occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness, Lien or Investment is

incurred or granted (so long as such Indebtedness, Lien or Investment, at the time incurred or granted, made or acquired, was permitted

hereunder).

1.9            Divisions.

For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable

event under a different jurisdiction’s laws) (a) if any asset, right, obligation or liability of any Person becomes the asset,

right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the

subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the

first date of its existence by the holders of its Equity Interests at such time.

Section 2            LOANS

2.1             Term

Loans.

(a)            Funding

of Term Loans. Subject to the terms and conditions hereof, each Lender and the Credit Parties agree that without further action on

the Closing Date, each Lender shall be deemed to have funded its Term Loan in full to the Borrower upon the occurrence of the Closing

Date.

(b)            Repayments

and Prepayments. Any amount of the Term Loans that is subsequently repaid or prepaid may not be reborrowed.

Subject to Sections 2.12 and 2.14, all amounts owed hereunder with respect to the Term Loans shall be paid in full

no later than the Maturity Date.

2.2            [Reserved].

2.3            [Reserved].

2.4            [Reserved].

2.5            Pro

Rata Shares. All Term Loans shall be made, and all participations purchased, by the Lenders simultaneously and proportionately to

their respective Pro Rata Shares.

2.6            Use

of Proceeds. The proceeds of the Term Loans shall be applied on the Closing Date to fund the Borrower's purchase price obligations

under the Securities Purchase Agreement.

2.7            Evidence

of Debt; Notes.

(a)            Evidence

of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Indebtedness of the Borrower to

such Lender hereunder, including the amounts of the Term Loans deemed made by it and each repayment and prepayment in respect thereof.

Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any

such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any applicable Term

Loans.

(b)            Notes.

If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business Days

prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and

if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing

Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Term Loan

Note to evidence such Lender’s Term Loan.

2.8            Interest

on Term Loans. Except as provided pursuant to Section 2.10, each Term Loan shall not bear interest.

2.9            [Reserved].

2.10          Default

Interest. Automatically upon the occurrence and during the continuance of an Event of Default described in Section 8.1(a),

Section 8.1(f) or 8.1(g) (or, at the option of the Required Lenders (upon notice to the Borrower) during

the continuance of any other Event of Default), all outstanding Obligations shall bear interest (including post-petition interest in

any proceeding under any Debtor Relief Law) from the date of such Event of Default, payable on demand at a rate that is equal to 10.00%

per annum. Payment or acceptance of the increased rate of interest provided for in this Section 2.10 is not a permitted alternative

to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of

any Agent or any Lender.

2.11           Fees.

Closing Payments; Agent Fee. The Borrower agrees to pay to the Administrative Agent and the Collateral Agent all payments in the

amounts and at the times separately agreed upon (the letter agreements evidencing such fees, the “Payment Letters”).

2.12           Repayment

and Maturity. The entire outstanding principal amount of the Term Loans shall be due and payable on the Maturity Date.

2.13           Voluntary

Prepayments.

(a)            Voluntary

Prepayments. The Borrower may prepay at any time and from time to time, any Term Loan on any Business Day in whole or in part, in

an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or the remaining outstanding balance

if less), and upon prior written notice, given to the Administrative Agent by 2:00 p.m. (New York City time) not later than the

date that is three days prior to the date of such prepayment, and the Administrative Agent will promptly transmit such notice to each

applicable Lender. Upon the giving of any such notice, the principal amount of the Term Loans specified in such notice shall become due

and payable on the prepayment date specified therein; provided that such prepayment obligation may be conditioned on the occurrence

of any subsequent event.

2.14           Mandatory

Prepayments.

(a)            Issuance

of Indebtedness by Iridium Parent Group. On the date of the incurrence of any Indebtedness for borrowed money incurred after the

Closing Date by any member of the Iridium Parent Group (other than with respect to any draw made in the Ordinary Course of Business under

the revolving credit facility pursuant to the Iridium Credit Agreement as in effect on the Closing Date), the Borrower shall prepay the

Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds received by the Iridium Parent Group from such incurrence, subject

to any prepayment obligations under the Iridium Credit Agreement (as in effect on the date hereof) with respect to any such Indebtedness

(excluding prepayment obligations under the Iridium Credit Agreement associated with any Indebtedness constituting Permitted Refinancing

Indebtedness (as defined in the Iridium Credit Agreement as in effect on the date hereof) , which proceeds shall be subject to the prepayment

requirements of this Section 2.14(a) unless such Permitted Refinancing Indebtedness constitutes Iridium Repricing Indebtedness,

in which case such prepayment requirements shall not be applicable); provided that the accrual of interest shall not be deemed

to be an incurrence of Indebtedness for purposes of this Section 2.14(a).

(b)            Issuance

of Indebtedness by Borrower and its Subsidiaries. On the date of the incurrence of any Indebtedness for borrowed money incurred after

the Closing Date (including, for clarity, any assumption or guaranty of Indebtedness for borrowed money) by the Borrower or any of its

Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower

shall prepay 100% of the principal amount of the Term Loans and all other Obligations then outstanding (except to the extent such Indebtedness

is incurred in connection with a Permitted Refinancing); provided that the accrual of interest shall not be deemed to be an incurrence

of Indebtedness for purposes of this Section 2.14(b).

Issuances. On the date of the issuance or sale of Equity Interests by any member of the Iridium Parent Group or the Aireon Group

(other than (i) Equity Interests issued to Iridium Holdings or any of its Subsidiaries, (ii) capital contributions made by

any member of the Iridium Parent Group to any member of the Aireon Group or (iii) Equity Interests issued pursuant to employee or

management equity incentive plans in the Ordinary Course of Business), the Borrower shall prepay the Term Loans in an aggregate amount

equal to 100% of the Net Cash Proceeds received from such issuance.

(d)            [Reserved].

(e)            Change

of Control. Immediately upon the occurrence of a Change of Control, the Borrower shall prepay 100% of the principal amount of the

Term Loans and all other Obligations then-outstanding.

(f)            Prepayment

Certificate. Not less than three Business Days prior to any prepayment of the Term Loans pursuant to Sections 2.14(a),

(b), (c) or (e), the Borrower shall deliver to the Administrative Agent notice of such prepayment.

2.15          [Reserved].

2.16          General

Provisions Regarding Payments.

(a)            Payments

Due. All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds,

without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than

2:00 p.m. (New York City time) on the date due at the Payment Office. For purposes of computing interest and fees, funds received

by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding

Business Day and shall be subject to Section 2.16(g).

(b)            Presumptions

by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which

any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment,

the Administrative Agent may (but shall be under no obligation to) assume that the Borrower have made such payment on such date in accordance

herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower have not

in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount

so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but

excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by

the Administrative Agent in its reasonable business judgment.

to Include Interest. In addition to amounts required to be paid pursuant to Section 2.11, all payments in respect of

the principal amount of any Term Loan shall, if applicable, include payment of any accrued interest on the principal amount being repaid

or prepaid, and all such payments (and, in any event, any payments in respect of any Term Loan on a date when interest is due and payable

with respect to such Term Loan) shall be applied to the payment of any interest then due and payable before application to principal.

(d)            Distribution

of Payments. The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing,

such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with

all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent.

(e)            [Reserved].

(f)            Payment

Due on Non-Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day,

such payment shall be made on the next succeeding Business Day.

(g)            Non-Conforming

Payment. In the event any payment by or on behalf of the Borrower hereunder is not made in same day funds prior to 2:00 p.m. (New

York City time), the Administrative Agent may deem such payment to be a non-conforming payment and if so, shall give prompt written notice

thereof to the Borrower and each applicable Lender (which notice may be provided by email). Any non-conforming payment may constitute

or become a Default or Event of Default in accordance with the terms of Section 8.1(a). If applicable, interest shall continue

to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less

than the period from the date of such payment to the next succeeding applicable Business Day) at the rate otherwise applicable thereto

from the date such amount was due and payable until the date such amount is paid in full.

2.17          Ratable

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal

of or interest on any of its Term Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of

the aggregate amount of its Term Loans and accrued interest thereon or other such obligations greater than its Pro Rata Share thereof

as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and

(b) purchase (for cash at face value) participations in the Term Loans and such other obligations of the other Lenders, or make

such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance

with the aggregate amount of principal of and accrued interest on their respective Term Loans and other amounts owing them; provided

that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations

shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of

this Section 2.17 shall not be construed to apply to) any payment obtained by a Lender as consideration for the assignment

of any of its Term Loans to any assignee. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do

so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit

Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each

Credit Party in the amount of such participation.

2.18         [Reserved].

2.19         [Reserved].

2.20          Taxes;

Withholding, Etc.

(a)            Defined

Terms. For purposes of this Section 2.20, the term “applicable Law” includes FATCA.

(b)            Payments

Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made

without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good

faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding

Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount

deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax,

then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been

made (including such deductions and withholdings applicable to additional sums payable under this Section 2.20) the applicable

Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

of Other Taxes. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or

at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)            Indemnification

by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor,

for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under

this Section 2.20) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient

and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally

imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to

the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of

a Lender, shall be conclusive absent manifest error.

(e)            Indemnification

by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any

Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative

Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (ii) any Excluded Taxes

attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document,

and any interest, penalties and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly

or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered

to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative

Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the

Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

(f)            Evidence

of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.20,

such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental

Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory

to the Administrative Agent.

(g)            Status

of Lenders.

(i) Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect

to payments made under any Credit Document shall deliver to the Borrower and the Administrative

Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent,

such properly completed and executed documentation reasonably requested by the Borrower or

the Administrative Agent as will permit such payments to be made without withholding or at

a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower

or the Administrative Agent, shall deliver such other documentation prescribed by applicable

Law or reasonably requested by the Borrower or the Administrative Agent as will enable the

Borrower or the Administrative Agent to determine whether or not such Lender is subject to

backup withholding or information reporting requirements. Notwithstanding anything to the

contrary in the preceding two sentences, the completion, execution and submission of such

documentation (other than such documentation set forth in Section 2.20(g)(ii)(A),

2.20(g)(ii)(B) and 2.20(g)(ii)(D)) shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission would subject such Lender to

any material unreimbursed cost or expense or would materially prejudice the legal or commercial

position of such Lender.

(ii) Without

limiting the generality of the foregoing:

(A) any

Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on

or prior to the date on which such Lender becomes a Lender under this Agreement (and from

time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S.

federal backup withholding tax;

(B) any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower

and the Administrative Agent (in such number of copies as shall be requested by the recipient)

on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), whichever of the following is applicable:

(1) in

the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United

States is a party (x) with respect to payments of interest under any Credit Document,

executed copies of IRS Form W-8BEN or IRS Form W-8BENE establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”

article of such tax treaty and (y) with respect to any other applicable payments under

any Credit Document, IRS Form W-8BEN or IRS Form W-8BENE establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits”

or “other income” article of such tax treaty;

(2) executed

copies of IRS Form W-8ECI;

(3) in

the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest

under Section 881(c) of the Code, (x) a certificate substantially in the form

of Exhibit D-1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”

of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled

foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.

Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN

or IRS Form W-8BENE; or

(4) to

the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY,

accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BENE,

a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or

Exhibit D-3, IRS Form W-9, and/or other certification documents from

each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership

and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio

interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially

in the form of Exhibit D-4 on behalf of each such direct and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower

and the Administrative Agent (in such number of copies as shall be requested by the recipient)

on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative

Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming

exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with

such supplementary documentation as may be prescribed by applicable Law to permit the Borrower

or the Administrative Agent to determine the withholding or deduction required to be made;

and

(D) if

a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding

Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting

requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative

Agent at the time or times prescribed by Law and at such time or times reasonably requested

by the Borrower or the Administrative Agent such documentation prescribed by applicable Law

(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional

documentation reasonably requested by the Borrower or the Administrative Agent as may be

necessary for the Borrower and the Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations

under FATCA or to determine the amount to deduct and withhold from such payment. Solely for

purposes of this clause (D), “FATCA” shall include any amendments made

to FATCA after the date of this Agreement.

Each Lender agrees

that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such

form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)            Treatment

of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any

Taxes as to which it has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant

to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity

payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses

(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority

with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party

the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding

anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying

party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax

position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been

deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been

paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information

relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)            Survival.

Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender, the repayment, satisfaction or discharge of all obligations under

any Credit Document.

2.21          [Reserved].

2.22          [Reserved].

Section 3            CONDITIONS

PRECEDENT

3.1            [Reserved].

3.2            Conditions

to Credit Extension on the Closing Date. The obligation of each Lender to make a Term Loan on the Closing Date is subject to the

satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date, each

to the satisfaction of the Administrative Agent and the Lenders in their sole discretion and, as to any agreement, document or instrument

specified below, each in form and substance satisfactory to the Administrative Agent and the Required Lenders.

(a)            Credit

Documents. The Administrative Agent shall have received each of the following Credit Documents (together with the schedules and exhibits

thereto, if any), duly executed and delivered by each applicable Credit Party:

(i) this

Agreement (together with the schedules and exhibits hereto);

(ii) the

Letter Agreement;

(iii) the

Pledge Agreement;

(A) proper

financing statements (Form UCC-1 or the equivalent) authorized for filing under the

UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect

the security interests purported to be created by the Pledge Agreement;

(B) all

of the Collateral, if any, referred to in the Pledge Agreement and then owned by the Borrower

or any Guarantor together with executed and undated endorsements for transfer in the case

of Collateral constituting certificated securities and all other documents and instruments

required to perfect the security interest of the Collateral Agent in the Collateral;

copies of a recent date of requests for information or copies (Form UCC-1), or equivalent

reports as of a recent date, listing all effective financing statements that name the Borrower

or any Guarantor as debtor, together with copies of such financing statements; and

(D) (1) Equity

Interest certificates of the Company (accompanied by undated instruments of transfer duly

executed in blank), (2) copies of the Organizational Documents of the Company in form

and substance reasonably satisfactory to the Administrative Agent and (3) any other

documentation reasonably requested by the Administrative Agent evidencing that the Credit

Parties collectively own all Equity Interests of the Company;

(iv) each

Term Loan Note requested by a Lender in accordance with Section 2.7(b), if any;

and

(v) the

Payment Letters.

(b)            Secretary’s

Certificate and Attachments. The Administrative Agent shall have received a duly executed certificate from the secretary, assistant

secretary or another officer of each Credit Party, together with all applicable attachments, certifying as to the following:

(i) Organizational

Documents. Attached thereto is a copy of each Organizational Document of such Credit

Party and, to the extent applicable, certified as of a recent date by the appropriate governmental

official, if applicable, each dated the Closing Date or a recent date prior thereto.

(ii) Signature

and Incumbency. Set forth therein are the signature and incumbency of the officers or

other authorized representatives of such Credit Party executing the Credit Documents to which

it is a party.

(iii) Resolutions.

Attached thereto are copies of resolutions of the Board of Directors of such Credit Party

approving and authorizing the execution, delivery and performance of this Agreement and the

other Credit Documents to which it is a party or by which it or its assets may be bound as

of the Closing Date, certified as of the Closing Date as being in full force and effect without

modification or amendment.

(iv) Good

Standing Certificates. Attached thereto is a good standing certificate (or, if applicable,

such other comparable certificate) from the applicable Governmental Authority of such Credit

Party’s (x) jurisdiction of incorporation, organization or formation and (y) any

applicable jurisdiction described in Section 4.1(c), each dated a recent date

prior to the Closing Date.

Certificate. The Administrative Agent shall have received a duly executed Solvency Certificate.

(d)            Securities

Purchase Agreement; Equity Contribution. (i) The purchase and sale of the Securities (as defined in the Securities Purchase

Agreement) shall have been consummated in accordance with the terms of the Securities Purchase Agreement and (ii) the Borrower shall

have acquired, directly or indirectly, all of the issued and outstanding Equity Interests of the Company (x) pursuant to the Securities

Purchase Agreement and (y) by virtue of the contribution by Iridium to the Borrower of all of the Equity Interests of the Company

owned by Iridium immediately prior to the Closing Date.

(e)            Legal

Opinion. The Administrative Agent and its counsel shall have received duly executed copies of the favorable written opinion of Milbank

LLP, counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Closing

Date (and each Credit Party hereby instructs such counsel to deliver such opinion to the Agents and the Lenders).

(f)            Fees

and Expenses. The Borrower shall have paid to the Administrative Agent and the Collateral Agent the fees payable to each such Person

on the Closing Date referred to in Section 2.11 to the extent due and payable on the Closing Date and the reasonable and

documented out of pocket expenses of each such Person referred to in Section 10.2(a) to the extent due and payable on

the Closing Date and invoiced at least three Business Days prior to the Closing Date.

(g)            Representations

and Warranties. As of the Closing Date, the representations and warranties contained herein and in the other Credit Documents shall

be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality or

Material Adverse Effect, which shall be true and correct in all respects) on and as of the Closing Date to the same extent as though

made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which

case such representations and warranties shall have been true and correct in all material respects (except for those representations

and warranties that are conditioned by materiality or Material Adverse Effect which shall have been true and correct in all respects)

on and as of such earlier date.

Without limiting

the generality of the provisions of Section 9.3(e), for purposes of determining compliance with the conditions specified

in this Section 3.2, each Lender that has been deemed to have made a Term Loan shall be deemed to have consented to, approved

or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable

or satisfactory to a Lender upon the occurrence of the Closing Date under the Securities Purchase Agreement.

Section 4            REPRESENTATIONS

AND WARRANTIES

order to induce the Lenders and each Agent to enter into this Agreement and to make the Term Loans on the Closing Date, each Credit Party

represents and warrants to the Lenders and the Agents, on the Closing Date, as follows (it being understood and agreed that the representations

and warranties made on the Closing Date are also deemed to be made concurrently with the consummation of the transactions contemplated

by this Agreement to occur on the Closing Date):

4.1            Organization;

Required Power and Authority; Qualification. Each of the Borrower and its Subsidiaries:

(a)            is

duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization,

(b)            has

all requisite corporate (or equivalent) power and authority to own and operate its properties, to lease the property it operates as lessee,

and to carry on its business as now conducted and as proposed to be conducted, and

qualified to do business and in good standing in every other jurisdiction not described in clause (a) above where its assets

are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified,

in good standing or having the requisite corporate (or equivalent) power and authority to operate, individually or in the aggregate,

could not be reasonably expected to have a Material Adverse Effect.

4.2            Equity

Interests and Ownership. The Pledged Equity includes all Equity Interests in the Company and the Guarantors, and such Equity Interests

have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of

the date hereof, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which

any Credit Party or the Company is a party, and all issued and outstanding Equity Interests of each Credit Party and the Company are

free and clear of all Liens other than those in favor of the Collateral Agent. Schedule 4.2 correctly sets forth the ownership

interests of each Credit Party and its Subsidiaries as of the Closing Date, after giving effect to the transactions contemplated by this

Agreement to occur on the Closing Date. The Guarantors collectively constitute each Subsidiary of the Borrower that owns, directly or

indirectly, Equity Interests in the Company.

4.3            Due

Authorization. Each Credit Party has full right, power and authority to enter into this Agreement and the other Credit Documents

executed by it, to make the borrowings herein provided for (with respect to the Borrower), to issue its Term Loan Notes (with respect

to the Borrower), if any, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Credit Party,

and to perform all of its obligations hereunder and under the other Credit Documents executed by it. The execution, delivery and performance

by each Credit Party of each Credit Document to which each Credit Party is or will be a party have been duly authorized, executed, and

delivered by such Person.

4.4            No

Conflict. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the

consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any of the Organizational

Documents of the Borrower or any of its Subsidiaries or otherwise require any approval of any stockholder, member or partner of the Borrower

or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date; (b) violate

any material provision of any material Law, judgment, injunction, order or decree applicable to or otherwise binding on the Borrower

or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets

of the Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of the Collateral

Agent on behalf of the Secured Parties); (d) conflict with, result in a breach of or constitute (with due notice or lapse of time

or both) a default under, or otherwise require any approval or consent of any Person under, any Contractual Obligation of the Borrower

or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date or except where

any such conflict, breach, default or the failure obtain any such approval or consent, individually or in the aggregate, could not be

reasonably expected to have a Material Adverse Effect; (e) result in any default, noncompliance, suspension, revocation, impairment,

forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties except

where any such default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal, individually or in the aggregate,

could not be reasonably expected to have a Material Adverse Effect; or (f) conflict with, result in a breach of or constitute (with

due notice or lapse of time or both) a default under, or otherwise require any approval or consent of any Person under, the Iridium Credit

Agreement. Each of the Credit Parties and its Subsidiaries has been designated as an “Unrestricted Subsidiary” under the

Iridium Credit Agreement.

4.5            Governmental

Consents. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the

consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval

of, authorization, consent, license or exemption from, or filing or registration with, or notice to, or other action to, with or by,

any Governmental Authority, nor any approval or consent of, or notice to, any other Person, except (a) such as have been obtained

and are in full force and effect, (b) for filings and recordings with respect to the Collateral to be made, or otherwise delivered

to the Collateral Agent for filing and/or recordation, as of the Closing Date or (c) those approvals, consents, exemptions, authorizations

or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have, individually or

in the aggregate, a Material Adverse Effect.

4.6            Binding

Obligation. Each Credit Document is the legal, valid and binding obligation of such Credit Party that is a party thereto, enforceable

against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7            [Reserved].

4.8            [Reserved].

4.9            [Reserved].

4.10          [Reserved].

4.11          [Reserved].

4.12          [Reserved].

4.13          [Reserved].

4.14          [Reserved].

4.15          [Reserved].

4.16          Investment

Company Regulation. Neither the Borrower nor any of its Subsidiaries is an “investment company”, a company “controlled”

by an “investment company”, a “subsidiary” of an “investment company”, or an “affiliated person”

or “promoter” of, or “principal underwriter” of or for, an “investment company”, in each case, within

the meaning of the Investment Company Act of 1940, as amended.

4.17          Margin

Stock. Neither the Borrower nor any of its Subsidiaries is or will be engaged in the business of purchasing or carrying any Margin

Stock or extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of any Credit Extension

made to or for the benefit of any Credit Party will be used to purchase or carry any Margin Stock or to extend credit to others for the

purpose of purchasing or carrying any Margin Stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation

T, U or X of the Board of Governors.

4.18          [Reserved].

4.19          [Reserved].

4.20          [Reserved].

4.21          Solvency.

The Credit Parties are and, upon the making of the Term Loans on the Closing Date, will be, taken as a whole, Solvent, and no transfer

of property is being made by any Credit Party and no obligation is being incurred by any Credit Party in connection with the transactions

contemplated by this Agreement or the other Credit Documents with the intent to hinder, delay or defraud either present or future creditors

of such Credit Party.

4.22          [Reserved].

4.23          [Reserved].

4.24          [Reserved].

4.25          Collateral.

The security interest of the Collateral Agent in the Collateral granted under the applicable Collateral Document executed by a Credit

Party, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including

the delivery to the Collateral Agent of any Collateral required to be delivered pursuant to the applicable Collateral Documents), constitutes

a valid, First Priority security interest in and continuing Lien (subject to Permitted Liens) on all of such Credit Party’s right,

title and interest in, to and under the Collateral described therein, and upon the proper filing of an appropriate UCC financing statement

on such Credit Party in the applicable filing office, such security interest granted by such Credit Party shall be perfected to the extent

a security interest may be perfected by the filing of a UCC financing statement, as applicable.

4.26          Jurisdiction

of Organization; Chief Executive Office; Etc. Schedule 4.26 lists each Credit Party’s jurisdiction of organization,

legal name, chief executive office, principal or sole place of business and registered office (if applicable) as of the Closing Date.

Section 5            AFFIRMATIVE

COVENANTS

Until

payment in full of all Obligations (other than Remaining Obligations), each Credit Party shall, and shall cause its Subsidiaries to:

5.1            Financial

Statements and Other Reports and Notices. Deliver to the Administrative Agent and the Lenders (a) concurrently with the delivery

thereof under the Company Credit Agreement and at the times required by the Company Credit Agreement, all documentation required to be

delivered to the Lenders (as defined in the Company Credit Agreement) pursuant to Section 5.1 of the Company Credit Agreement, as

the same may be amended, modified or waived from time to time, (b) written notice promptly upon (and in any event within three Business

Days of) the occurrence of any Default or Event of Default hereunder, (c) promptly following the receipt thereof, copies of any

notice of default or event of default received from the administrative agent or any lender under the Company Credit Agreement, (d) promptly

following the execution and delivery thereof, a copy of any amendment, modification or waiver of the Company Credit Agreement, and (e) promptly

following any request therefor, such other information and data with respect to the Borrower or any of its Subsidiaries as from time

to time may be reasonably requested by the Administrative Agent or any Lender.

5.2            Existence.

Except as otherwise permitted under Section 6.8 or 6.9, (a) do or cause to be done, all things necessary to preserve

and keep in full force and effect its existence and, except, in each case, as could not reasonably be expected to result in a Material

Adverse Effect, its franchises (other than as set forth below), rights and privileges, authority to do business in its jurisdiction of

organization, material licenses, material patents, material trademarks, material copyrights and other material proprietary rights, and

(b) become or remain duly qualified and in good standing in each jurisdiction in which its business makes such qualification necessary,

except to the extent that the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

5.3            Payment

of Taxes and Claims. Pay all applicable income Taxes and other material Taxes, assessments and governmental charges and levies imposed

upon it before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for

sums that have become due and payable and that by applicable Law have or may become a Lien upon any of its properties or assets, prior

to the time when any penalty or fine shall be incurred with respect thereto; provided that no such Tax or claim need be paid if

it is being Properly Contested.

5.4            Maintenance

of Properties; Permits.

(a)            Maintain

or cause to be maintained, its property, plant and equipment and all its other properties which are necessary or useful in the proper

conduct of its business in good repair, working order and condition, normal wear and tear and casualty and condemnation excepted, and

make all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto so that at all

times such property, plant, equipment and other properties are reasonably preserved and maintained, and comply, at all times with the

provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture

thereof or thereunder, except, in each case, where the failure to do so could not be reasonably expected to have a Material Adverse Effect.

(b)            Obtain

and maintain in full force and effect (or, where appropriate, renew prior to expiration), and timely take all material steps required

to renew, all material permits and licenses required to be obtained by or on behalf of a Credit Party under applicable law that is required

for the ownership and operation of the business of such Credit Party.

5.5            Insurance.

Maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property

damage insurance, D&O insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage

in respect of the assets, properties and businesses of Borrower and its Subsidiaries as may customarily be carried or maintained under

similar circumstances by Persons engaged in similar businesses, in each case in such amounts, with such deductibles, covering such risks

and otherwise on such terms and conditions as shall be customary for such Persons, but in any event, as required by Law. Without limiting

the generality of the foregoing, Borrower and its Subsidiaries will maintain or cause to be maintained replacement value casualty insurance

on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering

such risks as are at all times carried or maintained under similar circumstances by Persons engaged in similar businesses.

5.6            Books

and Records. Keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects

with GAAP shall be made of all material dealings and transactions in relation to its business and activities.

5.7            Compliance

with Laws.

(a)            Generally.

Comply, in all material respects, with all applicable material laws, statutes, regulations and orders of, and all applicable material

restrictions imposed by, all Governmental Authorities (including in respect of the conduct of their businesses and the ownership of their

property, including all permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully

to own, lease, manage or operate, or to acquire, each business and property currently owned, leased, managed or operated, or to be acquired,

by such Person), except such noncompliance as could not reasonably be expected to have, either individually or in the aggregate, a Material

Adverse Effect.

(b)            Anti-Corruption

Laws, AML and Anti-Terrorism Laws, Sanctions and Trade Controls. Comply in all material respects with all applicable Anti-Corruption

Laws, AML and Anti-Terrorism Laws, Sanctions and Trade Controls, and not engage in any activity that could result in any Person, including

any party to this Agreement, being in violation of Sanctions or Trade Controls or becoming a Sanctioned Person.

5.8            Environmental.

Promptly take any and all actions necessary to (a) cure any actual or alleged violation of applicable Environmental Laws by such

Person or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and

(b) make an appropriate response to any Environmental Claim against such Person or any of its Subsidiaries and discharge any obligations

it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a

Material Adverse Effect.

5.9            Further

Assurances. At any time or from time to time upon the request of the Administrative Agent, at its expense, promptly execute, acknowledge

and deliver such further documents and do such other acts and things as the Administrative Agent or the Collateral Agent may reasonably

request in order to (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or

recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge,

deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and

other instruments as the Administrative Agent or Collateral Agent may reasonably request from time to time in order to carry out more

effectively the purposes of the Collateral Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall

take such actions as the Administrative Agent or the Collateral Agent may reasonably request from time to time to ensure that the Obligations

are guaranteed by the Guarantors and are secured by all of the outstanding Equity Interests of each Subsidiary of Borrower.

5.10          ERISA

Compliance. Do and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Employee Benefit Plan

in compliance with the applicable provisions of ERISA, the Code and other federal or state Law; (b) cause each Employee Benefit

Plan that is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions

to any Pension Plan or Multiemployer Plan; except, in each case, to the extent a failure to do so could not reasonably be expected to

result in a Material Adverse Effect.

Section 6            NEGATIVE

COVENANTS

Until

payment in full of all Obligations (other than Remaining Obligations), no Credit Party shall, nor shall it permit any of its Subsidiaries

to, directly or indirectly:

6.1            Indebtedness.

Create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, or otherwise permit to

exist, any Indebtedness, except:

(a)            the

Obligations;

(b)            solely

with respect to the Company Parties, Indebtedness that may be deemed to exist pursuant to any guaranties, performance, surety, statutory,

appeal, bid or similar obligations (but not with respect to letters of credit) or in respect of workers’ compensation claims, health,

disability or other employee benefits or property, casualty or liability insurance or self-insurance, in each case, to the extent incurred

in the Ordinary Course of Business;

arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient

funds in the Ordinary Course of Business; provided that such Indebtedness is extinguished within ten (10) Business Days after

its incurrence;

(d)            solely

with respect to the Company Parties, endorsements for collection, deposit or negotiation and warranties of products or services, in each

case incurred in the Ordinary Course of Business;

(e)            solely

with respect to the Company Parties, Indebtedness arising as a direct result of judgments, orders, awards or decrees against Borrower

or any of its Subsidiaries, in each case, not constituting an Event of Default;

(f)            Indebtedness

representing any Taxes to the extent such Taxes are not yet delinquent or are being Properly Contested;

(g)            solely

with respect to the Company Parties, Indebtedness under the Company Credit Agreement (as in effect on the Closing Date, it being

understood that a refinancing of the Company Credit Agreement shall not be permitted pursuant to this Section 6.1);

(h)            solely

with respect to the Company Parties, Indebtedness existing on the date hereof; provided that such Indebtedness will only be permitted

under this Section 6.1(h) if listed on Schedule 6.1;

(i)            solely

with respect to the Company Parties, Indebtedness of the Company or any of its Subsidiaries (other than Aireon Belgium) with respect

to Capital Leases and Purchase Money Indebtedness, in each case, to acquire any assets if each of the following conditions is satisfied:

(i) the total outstanding amount of Purchase Money Indebtedness and obligations in respect of Capital Leases incurred by the Company

and its Subsidiaries does not, as of any date, exceed an aggregate amount equal to $2,000,000, (ii) such Purchase Money Indebtedness

and obligations in respect of Capital Leases will be unsecured or will be secured only by the specific property acquired or leased (except

for additions and accessions to such assets, replacements and products thereof and customary security deposits); provided that individual

financings of assets provided by one lender may be cross collateralized to other financings of assets provided by such lender, (iii) the

principal amount of such obligations in respect of Capital Leases or Purchase Money Indebtedness will not, at the time of the incurrence

thereof, exceed the value of the property so acquired or leased, and (iv) such Indebtedness is incurred prior to or within 270 days

after the acquisition, construction, lease or improvement of the applicable asset;

(j)            Shareholder

Subordinated Financing of the Company or any of its Subsidiaries in an aggregate principal amount not to exceed $30,000,000 at any time;

provided that such financing is funded solely with the proceeds of Internally Generated Cash (as defined in the Iridium Credit Agreement,

as in effect on the date hereof);

(k)            solely

with respect to the Company Parties, guaranties by any Company Party of Indebtedness and obligations permitted under this Section 6.1;

(l)            [reserved];

(m)            Indebtedness

consisting of (i) treasury management services (including treasury, depository, credit, debit card, electronic funds transfer, automated

clearinghouse transactions, return items, overdrafts and interstate depository network services) and (ii) other demand deposit or

operating account relationships, foreign exchange facilities and merchant services;

(n)            [reserved];

(o)            solely

with respect to the Company Parties, other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $1,000,000;

(p)            solely

with respect to the Company Parties, bank guarantees or letter of credit arrangements issued pursuant to the requirements of commercial

contracts in the Ordinary Course of Business;

(q)            [reserved];

(r)            [reserved];

and

(s)            Indebtedness

issued, incurred or otherwise obtained by any Company Party (including by means or the extension or renewal of existing Indebtedness)

(each a “Permitted Refinancing”) in exchange for, or to extend, renew, replace, repurchase retire or refinance, in

whole or in part, any Indebtedness referenced in Section 6.1(h), 6.1(i) or this 6.1(s) (it being

understood and agreed that the Term Loans deemed made under this Agreement shall not be exchanged, extended, renewed, replaced, retired

or refinanced, in whole or part pursuant to a Permitted Refinancing); provided that:

(i) such

Indebtedness shall not have a greater principal amount than the principal amount (or accreted

value, if applicable) of the Indebtedness being extended, renewed, replaced, repurchased,

retired or refinanced thereby plus accrued interest, fees, premiums (if any) and penalties

thereon and other reasonable amounts paid, and fees and expenses associated with the extension,

renewal, replacement, repurchase, retirement or refinancing plus an amount equal to any existing

commitments unutilized thereunder;

(ii) the

Indebtedness being extended, renewed, replaced, repurchased, retired or refinanced thereby

shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued

interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on

the date such Indebtedness is issued, incurred or obtained;

(iii) such

Indebtedness shall not at any time be incurred or guaranteed by any Person other than a Person

that is an obligor or guarantor of the Indebtedness being extended, renewed, replaced, repurchased,

retired or refinanced thereby;

(iv) if

secured, such Indebtedness shall not be secured by property other than property securing

the Indebtedness being extended, renewed, replaced, repurchased, retired or refinanced thereby,

and, if applicable, any after-acquired property that is affixed or incorporated into such

assets and the proceeds and products thereof;

(v) such

Indebtedness (A) shall have a final scheduled maturity date no earlier than the then-final

scheduled maturity date of the Indebtedness being extended, renewed, replaced, repurchased,

retired or refinanced thereby and (B) shall have a Weighted Average Life to Maturity

that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness

being extended, renewed, replaced, repurchased, retired or refinanced thereby (excluding

the effects of nominal amortization in the amount of no greater than one percent per annum

of the original stated principal amount of such Indebtedness on the date of incurrence thereof);

(vi) except

as otherwise expressly set forth herein, the other terms of such Indebtedness (other than

pricing) shall be, when taken as a whole, no more favorable to the lenders or holders providing

such Indebtedness than those applicable to the Indebtedness being extended, renewed, replaced,

repurchased, retired or refinanced thereby.

The accrual of

interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be

an incurrence of Indebtedness for purposes of this Section 6.1.

6.2            Liens.

Directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including

any document or instrument in respect of goods or accounts receivable) of the Borrower or any of its Subsidiaries, whether now owned

or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing

statement or other similar notice of any Lien that names it or any of its Subsidiaries as debtor or any of the Collateral as collateral,

with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording

or notice statute, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing

statement (or the equivalent thereof) except:

(a)            Liens

in favor of the Collateral Agent for the benefit of the Secured Parties granted pursuant to any Credit Document;

(b)            each

of the following Liens, excluding any such Lien imposed by any section of ERISA:

(i) solely

with respect to the Company Parties, liens securing the Company Credit Agreement (as in effect

on the Closing Date);

(ii) [reserved];

(iii) Liens

for Taxes not required to be paid pursuant to Section 5.3 and statutory Liens

for Taxes not yet due and payable;

(iv) solely

with respect to the Company Parties, statutory or common law Liens of landlords, sub-landlords,

bailees, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors,

workers or other like Liens incurred in the Ordinary Course of Business or other customary

Liens (other than in respect of Indebtedness) in favor of landlords in the Ordinary Course

of Business, so long as, in each case, such Liens (A) do not in the aggregate materially

detract from the value of the property of the Borrower and its Subsidiaries, taken as a whole,

and do not materially impair the use thereof in the operation of the business of such companies,

taken as a whole and (B) do not secure obligations that are past due (except to the

extent Properly Contested);

(v) solely

with respect to the Company Parties, Liens (other than Liens imposed by ERISA) consisting

of (A) pledges or deposits in the Ordinary Course of Business and securing obligations

that are not past due in connection with workers’ compensation, social security or

similar laws or unemployment and (B) pledges and deposits in the Ordinary Course of

Business securing liability for reimbursement or indemnification obligations of (including

obligations in respect of letters of credit or bank guarantees for the benefit of) insurance

carriers providing property, casualty or liability insurance to the Borrower or any of its

Subsidiaries;

(vi) solely

with respect to the Company Parties, Liens consisting of pledges or deposits to secure the

performance of bids, trade contracts, utilities, governmental contracts and leases (other

than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal

bonds, performance bonds and other obligations of a like nature (including those to secure

health, safety and environmental obligations) incurred in the Ordinary Course of Business,

so long as (A) any Liens that secure surety bonds attach only to the contracts and associated

properties in respect of which such surety bonds are posted and, as to any other properties,

such Liens are junior to the Liens in favor of the Collateral Agent on the same properties

that constitute Collateral under the Collateral Documents, and (B) no foreclosure, sale

or similar proceedings have been commenced with respect to any portion of the Collateral

on account thereof;

(vii) solely

with respect to the Company Parties, covenants, conditions, easements, rights-of-way, building

codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions

and other similar encumbrances and minor title defects or survey matters incurred in the

Ordinary Course of Business, in each case affecting Real Estate Assets, that are not substantial

in amount, are not for the payment of money, that do not in the aggregate materially interfere

with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as

a whole, and that do not materially detract from the value of such Real Estate Assets, and

any Liens, encumbrances or similar items set forth in any title policy issued to and accepted

by the Administrative Agent or the Collateral Agent in connection any Real Estate Assets

pledged under the Credit Documents;

(viii) solely

with respect to the Company Parties, Liens in favor of customs and revenue authorities arising

as a matter of Law to secure payment of customs duties in connection with the importation

of goods in the Ordinary Course of Business;

(ix) Liens

in favor of a banking or other financial institution arising as a matter of Law or under

customary general terms and conditions encumbering deposits or other funds maintained with

a financial institution (including the right of set-off) and that are within the general

parameters customary in the banking industry or arising pursuant to such banking institutions

general terms and conditions and do not secure Indebtedness for borrowed money;

(x) solely

with respect to the Company Parties, (A) any interest or title of a lessor, sub-lessor,

licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by

the Company Parties in the Ordinary Course of Business or not otherwise materially interfering

with the Company Parties’ business taken as a whole and (B) licenses, sublicenses,

leases or subleases with respect to any assets granted to third Persons in the Ordinary Course

of Business or not otherwise materially interfering with Company Parties’ business

taken as a whole;

(xi) Liens

that are contractual rights of set-off or rights of pledge (A) relating to the establishment

of depository relations with banks or other deposit-taking financial institutions and not

given in connection with the issuance of Indebtedness, or (B) relating to pooled deposit

or sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft

or similar obligations incurred in the Ordinary Course of Business of the Borrower or any

of its Subsidiaries;

(xii) [reserved];

(xiii) solely

with respect to the Company Parties, ground leases in respect of Real Estate Assets on which

facilities owned or leased by the Company or any of its Subsidiaries are located;

(xiv) solely

with respect to the Company Parties, (A) zoning, building, entitlement and other land

use regulations by Governmental Authorities with which the normal operation of the business

complies, and (B) any zoning or similar law or right reserved to or vested in any Governmental

Authority to control or regulate the use of any real property that does not materially interfere

with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as

a whole;

(xv) solely

with respect to the Company Parties, Liens arising from precautionary Uniform Commercial

Code financing statement or similar filings;

(xvi) solely

with respect to the Company Parties, Liens on insurance policies and the proceeds thereof

securing the financing of the premiums with respect thereto;

(xvii) solely

with respect to the Company Parties, Liens deemed to exist in connection with investments

in repurchase agreements meeting the requirements of Cash Equivalents;

(xviii) solely

with respect to the Company Parties, Liens on cash or Cash Equivalents securing obligations

under Swap Contracts permitted hereunder;

(xix) solely

with respect to the Company Parties, Liens consisting solely of an agreement to Dispose of

property or assets permitted by this Agreement; and

(xx) solely

with respect to the Company Parties, Liens in favor of any Company Party securing intercompany

Indebtedness permitted hereunder;

with respect to the Company Parties, Liens existing on the Closing Date; provided that any Lien shall only be permitted to the

extent such Lien exists on the Closing Date and any modifications, replacements, renewals, restructurings, refinancings or extensions

thereof; provided further that the Lien does not extend to any additional property other than after-acquired property that is

affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.1(h) and

proceeds and products thereof;

(d)            solely

with respect to the Company Parties, Liens (i) securing judgments or orders for the payment of money not constituting an Event of

Default under Section 8.1(h), and (ii) arising out of lis pendens and associated rights related to litigation

being contested in good faith by appropriate proceedings for which adequate reserves have been made;

(e)            [reserved];

(f)            [reserved];

(g)            solely

with respect to the Company Parties, Liens arising out of conditional sale, title retention, consignment or similar arrangements for

sale of goods entered into by the Borrower or any of the Subsidiaries in the Ordinary Course of Business;

(h)            solely

with respect to the Company Parties, Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.6

and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage

accounts maintained in the Ordinary Course of Business and not for speculative purposes;

(i)            solely

with respect to the Company Parties, Liens on cash collateral or other deposits in respect of letters of credit or bank guaranties entered

into in the Ordinary Course of Business; and

(j)            solely

with respect to the Company Parties, other Liens not specifically listed above which secure obligations (other than Indebtedness for

borrowed money) not exceeding $1,000,000 in the aggregate at any one time outstanding.

6.3            [Reserved].

6.4            Restricted

Payments. Declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted

Payment except that, without duplication:

(a)            each

member of the Aireon Group (other than the Borrower) may make Restricted Payments to any other member of the Aireon Group;

(b)            solely

with respect to each Company Party (other than the Company), Restricted Payments payable solely in the Equity Interests (other than Disqualified

Equity Interests) of such Company Party to the holders of its existing Equity Interests;

(d)            solely

with respect to each Company Party, to the extent constituting Restricted Payments, such Company Party may enter into and consummate

transactions permitted by any provision of Section 6.11(e);

(e)            Restricted

Payments to return cash capital contributed for liquidity or working capital purposes to any member of the Aireon Group from any member

of the Iridium Parent Group after the Closing Date on a dollar for dollar basis; provided that (i) such Restricted Payment

is permitted pursuant to the Company Credit Agreement and (ii) at the time of such Restricted Payment and after giving effect thereto,

no Default or Event of Default shall exist;

(f)            [reserved];

and

(g)            [reserved].

6.5            [Reserved].

6.6            Investments.

Make or own any Investment in any Person except Investments in or constituting:

(a)            cash

and Cash Equivalents;

(b)            solely

with respect to the Company Parties, promissory notes, securities and other non-cash consideration received in connection with Dispositions

permitted by Section 6.9;

with respect to the Company Parties, accounts receivable arising and trade credit granted in the Ordinary Course of Business, and payable

or dischargeable in accordance with customary terms;

(d)            solely

with respect to the Company Parties, Securities received in satisfaction or partial satisfaction thereof from financially troubled account

debtors in the Ordinary Course of Business, or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency

of such account debtors;

(e)            solely

with respect to the Company Parties, Investments made in the Ordinary Course of Business consisting of negotiable instruments held

for collection in the Ordinary Course of Business and lease, utility and other similar deposits in the Ordinary Course of Business;

(f)            solely

with respect to the Company Parties, Investments in Swap Contracts permitted under Section 6.1;

(g)            [reserved];

(h)            solely

with respect to the Company Parties, Investments existing on the date hereof or made pursuant to legally binding written contracts

in existence on the date hereof and any modification, replacement, renewal, reinvestment or extension of any of the foregoing; provided

that the amount of any Investment permitted pursuant to this Section 6.6(h) is not increased from the amount of such

Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by another

clause of this Section 6.6;

(i)            [reserved];

(j)            [reserved];

(k)            solely

with respect to the Company Parties, Guarantees constituting Indebtedness permitted by Section 6.1 to the extent such Indebtedness

is incurred by a Company Party;

(l)            Investments

made by a Credit Party to or in any Aireon Group Member, provided, however, that in the case of any such Investment made

by a Credit Party in a Company Party, (i) such Investment is funded solely with the net cash proceeds received by the Borrower from

an equity issuance to or capital contribution from any member of the Iridium Parent Group with the proceeds of Internally Generated Cash

(as defined in the Iridium Credit Agreement, as in effect on the date hereof) of the Iridium Parent Group and (ii) such Investment

is applied solely to fund working capital needs, including any mandatory payments under the Company Credit Agreement when due;

(m)            [reserved];

(n)            [reserved];

(o)            [reserved];

and

(p)            other

Investments in an amount not to exceed $2,500,000 in the aggregate at any time outstanding.

Notwithstanding

the foregoing, in no event shall any Credit Party or any of its Subsidiaries make any Investment which results in or facilitates in any

manner any payment or obligation to a member of the Iridium Parent Group not otherwise permitted under the terms of Section 6.11(e).

6.7            [Reserved].

6.8            Fundamental

Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction

or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor

of any Person, except (a) any Guarantor may be merged or amalgamated with or into any other Credit Party, or be liquidated, wound

up or dissolved, or all or any part of its property or assets may be conveyed, sold, transferred or otherwise disposed of, in one transaction

or a series of transactions, to any Credit Party, provided that (i) the Borrower provides written notice to the Administrative

Agent at least 10 days prior to the occurrence of such transaction, (ii) in any such transaction involving the Borrower, the Borrower

is the surviving entity and (iii) the Credit Parties take such action and execute and deliver to the Collateral Agent such documents,

in each case, as the Collateral Agent may reasonably request in order to maintain a first priority perfected security interest in the

Collateral and otherwise not adversely impact the rights and remedies of the Collateral Agent under the Credit Documents, and (b) any

Subsidiary of Aireon LLC may be merged or amalgamated with or into any other Company Party, or be liquidated, wound up or dissolved,

or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction

or a series of transactions, to any Company Party, including, without limitation, mergers or amalgamations of the Subsidiaries of Aireon

LLC for tax purposes; provided further that in no event shall any transaction pursuant to this Section 6.8 involving

a Credit Party or any of its Subsidiaries directly or indirectly effect a transaction otherwise prohibited hereunder, including pursuant

to Sections 6.4, 6.9 or 6.11.

6.9            Dispositions.

Sell, lease or sub-lease (as lessor or sublessor), sell and leaseback, assign, convey, license (as licensor or sublicensor), transfer

or otherwise dispose to, or exchange any property with (any of the foregoing, a “Disposition”), any Person, in one

transaction or a series of transactions, of all or any part of the Borrower’s or any of its Subsidiaries’ businesses, assets

or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired,

leased or licensed, including the Equity Interests of any Subsidiary of the Borrower, except:

(a)            Dispositions

of cash and Cash Equivalents in the Ordinary Course of Business to the extent not prohibited under this Agreement;

(b)            in

the case of the Company Parties, Dispositions of inventory and goods held for sale in the Ordinary Course of Business;

sale or discount, in each case without recourse and in the Ordinary Course of Business, by the Company or any of its Subsidiaries of

accounts receivable or notes receivable arising in the Ordinary Course of Business, but only in connection with the compromise or collection

thereof or in connection with the bankruptcy or reorganization of the applicable account debtors and dispositions of any securities received

in any such bankruptcy or reorganization;

(d)            solely

with respect to any Company Party, Dispositions of used, worn out, obsolete or surplus equipment and Dispositions of property no longer

used or useful in the conduct of the business of such Company Party;

(e)            Dispositions

of assets subject to a Casualty/Condemnation Event so long as the Net Cash Proceeds thereof, if any, are applied as required pursuant

to the Company Credit Agreement (as in effect on the Closing Date);

(f)            [reserved];

(g)            solely

with respect to any Company Party, the license or sublicense of Intellectual Property in the Ordinary Course of Business;

(h)            solely

with respect to any Company Party, the lapse or abandonment in the Ordinary Course of Business of any registrations or applications for

registration of any immaterial intellectual property, and the lapse or abandonment of, or termination of any license or sub-license for, Intellectual

Property to the extent such lapse, abandonment or termination does not affect any Intellectual Property necessary for, or material to,

the conduct of such Company Party’s business;

(i)            solely

with respect to any Company Party, licenses and sublicenses, in each case to the extent they are non-exclusive, and leases or subleases

granted to third parties, in each case, (i) in the Ordinary Course of Business and not interfering in any material respect with

the business of such Company Party or (ii) made in connection with the settlement of litigation or other claims with respect to

infringement on such Company Party’s or Subsidiary’s rights to Intellectual Property;

(j)             the

surrender or waiver of contractual rights or the settlement, release or surrender of contract or tort claims in the Ordinary Course of

Business;

(k)            solely

with respect to any Company Party, Dispositions of property to the extent that (i) such property is exchanged for credit against

the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase

price of such replacement property;

(l)             solely

with respect to any Company Party, Dispositions permitted by Sections 6.4, 6.6 and 6.8 and Liens permitted

by Section 6.2;

(m)           [reserved];

and

(n)            [reserved].

Notwithstanding

the foregoing, in no event shall the Borrower or any of its Subsidiaries make any Dispositions to a Subsidiary that is not a Credit Party

unless such Disposition constitutes an Investment permitted pursuant to Section 6.6.

6.10          [Reserved].

6.11          Transactions

with Affiliates. Enter into, renew, extend, be a party to or permit to exist any transaction (including the purchase, sale, lease

or exchange of any property or the rendering of any service) with any Affiliate of the Borrower, whether or not in the Ordinary Course

of Business; provided that the foregoing restriction shall not apply to:

(a)            any

transaction solely between or among Company Parties;

(b)            solely

with respect to the Company Parties, reasonable and customary indemnities provided to officers, employees and members of the Board of

Directors of the Company Parties;

with respect to the Company Parties, reasonable and customary employment, compensation and severance arrangements for officers and other

employees of the Company Parties entered into in the Ordinary Course of Business and transactions pursuant to stock option plans and

employee benefit plans and arrangements;

(d)            Shareholder

Subordinated Financing to the extent permitted under Section 6.1(j) and Restricted Payments to the extent permitted under Section 6.4

(other than Section 6.4(d)) and Investments to the extent permitted under Section 6.6;

(e)            transactions

pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.11; provided

that in no event shall such transactions result in any payment or other consideration to be provided to any member of the Iridium Parent

Group except to make payments for services provided to the Borrower and its Subsidiaries by Iridium Holdings (or any of its Subsidiaries)

pursuant to agreements existing on the Closing Date and in such amounts, in each case, as set forth on Schedule 6.11;

(f)            the

issuance and sale of Equity Interests by the Borrower to the extent the proceeds thereof are applied in accordance with the requirements

of Section 6.6(l) or applied to repay the Obligations;

(g)            [reserved];

(h)            [reserved];

and

(i)            transactions

entered into from and after the Closing Date in the Ordinary Course of Business with any Affiliate other than a member of the Iridium

Parent Group on terms substantially as favorable to a Credit Party as would be obtainable by such Credit Party at the time in a comparable

arm’s-length transaction with a Person other than an Affiliate.

6.12          Conduct

of Business. Engage in any business other than the businesses engaged in thereby on the Closing Date and businesses reasonably complementary,

related or ancillary thereto or reasonable extensions thereof; provided that in no event shall the Aireon Group engage in any

transaction that would materially change the operations or businesses of the Aireon Group, taken as a whole, from such operations or

businesses undertaken by the Aireon Group as of the Closing Date.

6.13          Permitted

Activities of Credit Parties. Notwithstanding anything to the contrary contained herein, no Credit Party shall:

(a)            incur,

directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Obligations or as otherwise expressly

permitted pursuant to Section 6.1;

(b)            create

or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens securing the Obligations

or as otherwise expressly permitted pursuant to Section 6.2;

or indirectly sell or otherwise dispose of any Equity Interests owned by any Credit Party;

(d)            create

or acquire any direct Subsidiary or make or own any direct Investment in any Person other than in the Company and cash and Cash Equivalents;

(e)            engage

in any business or activity or own any material assets other than, in each case, (i) its ownership of the Equity Interests of the

Company and each Guarantor (as in effect on the Closing Date) and activities incidental thereto, including payment of dividends and other

amounts in respect of its Equity Interests, in each case, not prohibited pursuant to this Agreement, (ii) the maintenance of its

legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), and (iii) the performance

of its obligations as a Credit Party, (iv) making contributions to the capital of its Subsidiaries solely to the extent permitted

hereunder, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated

group of the Iridium Parent Group and their Subsidiaries so long as no payments or other consideration are paid to the Iridium Parent

Group except to the extent otherwise permitted hereunder, (vi) making of any Restricted Payments expressly permitted to be made

by the Credit Parties pursuant to this Agreement, (vii) executing, delivering and the performance of rights and obligations under

the Credit Documents to which it is a party, (viii) [reserved], (ix) making capital contributions to the Company to the extent

otherwise expressly permitted hereunder, (x) holding any cash or property received in connection with Restricted Payments made by

the Company in accordance with Section 6.4 pending application thereof by the Credit Parties, (xi) providing indemnification

to officers, managers and directors and (xii) any activities incidental or reasonably related to the foregoing.

6.14          [Reserved].

6.15          [Reserved].

6.16          [Reserved].

6.17          [Reserved].

6.18          Change

in Legal Name or Jurisdiction. Change its legal name or jurisdiction of organization of any Credit Party or the Company unless (a) the

Borrower provides written notice to the Administrative Agent and Collateral Agent no later than ten (10) Business Days (or such

shorter period of time as the Administrative Agent, acting at the direction of the Required Lenders, may agree) prior to such change,

(b) the Administrative Agent (acting at the direction of the Required Lenders) provides prior written consent in case of a change

in jurisdiction of organization to a jurisdiction that is outside of the United States, and (c) each Credit Party shall take all

actions necessary (or reasonably requested by the Collateral Agent) to grant and to perfect a First Priority Lien in favor of the Collateral

Agent, for the benefit of the Secured Parties, under the Collateral Documents (but subject to any limitations sets forth therein) in

such Credit Party’s portion of the Collateral and deliver such other documents, instruments, agreements, certificates or legal

opinions in connection therewith.

Section 7            GUARANTY

7.1            Guaranty

of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and

unconditionally guaranty to the Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full

of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand

or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the

Bankruptcy Code, 11 U.S.C. § 362(a)(collectively, the “Guaranteed Obligations”).

7.2            Contribution

by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”),

in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution

is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds

its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors

in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair

Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio

of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share

Contribution Amounts with respect to all Contributing Guarantors times (b) the aggregate amount paid or distributed on or

before such date by all Funding Guarantors under this Guaranty in respect of the obligations guaranteed. “Fair Share Contribution

Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the

obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject

to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable

provisions of state Law; provided that, solely for purposes of calculating the “Fair Share Contribution Amount” with

respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor

arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder

shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with

respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the aggregate amount of all payments

and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this

Section 7.2), minus (b) the aggregate amount of all payments received on or before such date by such Contributing

Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions

hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor.

The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed

in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third-party beneficiary to the contribution

agreement set forth in this Section 7.2.

7.3            Payment

by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing

and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that

upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity,

by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation

of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay,

or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the

unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations

(including interest which, but for the Borrower’s becoming the subject of a proceeding under any Debtor Relief Law, would have

accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in such proceeding)

and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4            Liability

of Guarantors Absolute. Each Guarantor agrees that its obligations under this Section 7 are irrevocable, absolute, independent

and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety

other than payment in full of the Guaranteed Obligations (other than Remaining Obligations). In furtherance of the foregoing and without

limiting the generality thereof, each Guarantor agrees as follows:

(a)            this

Guaranty is a guaranty of payment when due and not of collectability;

(b)            this

Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute

between the Borrower and any Beneficiary with respect to the existence of such Event of Default;

(d)            the

obligations of each Guarantor hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor

(including any other Guarantor) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against

such Guarantor to enforce this Guaranty whether or not any action is brought against the Borrower or any of such other guarantors and

whether or not the Borrower is joined in any such action or actions;

(e)            payment

by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s

liability for any portion of the Guaranteed Obligations which has not been paid when due. Without limiting the generality of the foregoing,

if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the

Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed

Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit,

affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(f)            any

Beneficiary, upon such terms as it deems appropriate, without notice or demand (except to the extent notice is required to be provided

hereunder, in any other Credit Document or under applicable Law) and without affecting the validity or enforceability hereof or giving

rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time

may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment

of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with

respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the

same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and

hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle,

rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations,

any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect

to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary

in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy

that such Beneficiary may have against any such security, in each case as such Beneficiary in its reasonable discretion may determine

consistent herewith or with the applicable security agreement, including foreclosure on any such security pursuant to one or more judicial

or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (but so long as such sale is in accordance

with applicable Law), and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other

right or remedy of any Guarantor against the Borrower or any security for the Guaranteed Obligations; and (vi) exercise any other

rights available to it under the Credit Documents; and

(g)            this

Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation,

impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations (other than Remaining Obligations)

or unless the obligations of the Guarantors are reduced or terminated by the Administrative Agent and applicable Beneficiaries in accordance

with the terms of this Agreement), including the occurrence of any of the following, whether or not any Guarantor shall have had notice

or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce,

or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand

or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed

Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed

Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions

(including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed

pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with

the terms hereof or such Credit Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations,

or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application

of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any

security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the

Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have

elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change,

reorganization or termination of the corporate structure or existence of any Credit Party and to any corresponding restructuring of the

Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures

any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the Borrower may allege or assert against

any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of

frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do

any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of

the Guaranteed Obligations.

7.5            Waivers

by Guarantors. Each Guarantor hereby waives, to the extent permitted by applicable Law, for the benefit of the Beneficiaries: (a) any

right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower,

any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust

any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance

of any deposit account or credit on the books of any Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any

other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority

or any disability or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of

validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation

of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations (other

than Remaining Obligations); (c) any defense based upon any statute or rule of law which provides that the obligation of a

surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based

upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to

gross negligence, fraud, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction;

(e) (i) any principles or provisions of Law, statutory or otherwise, which are or might be in conflict with the terms hereof

and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations

affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims,

and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest

or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and

notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto,

notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension

of credit to the Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof;

and (g) any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors

or sureties, or which may conflict with the terms hereof.

7.6            Guarantors’

Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than Remaining Obligations) shall have been paid

in full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have

against the Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor

of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common

law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may

hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in,

any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and

any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations

(other than Remaining Obligations) shall have been paid in full, each Guarantor shall withhold exercise of any right of contribution

such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such

right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement

to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by

a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification

such Guarantor may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may

have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against the Borrower, to

all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have

against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification

or contribution rights at any time when all Guaranteed Obligations (other than Remaining Obligations) shall not have been finally paid

in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over

to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured

or unmatured, in accordance with the terms hereof and of the other Credit Documents.

7.7            Subordination

of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee

Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or

received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative

Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be

credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the

Obligee Guarantor under any other provision hereof.

7.8            Continuing

Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been

paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any

Guaranteed Obligations.

7.9            Authority

of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or the

Borrower or the officers, members of the Board of Directors or any agents acting or purporting to act on behalf of any of them.

7.10          Financial

Condition of the Borrower. Any Credit Extension may be made to the Borrower or continued from time to time without notice to or authorization

from any Guarantor regardless of the financial or other condition of the Borrower at the time of any such grant or continuation, as the

case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s

assessment, of the financial condition of the Borrower. Each Guarantor has adequate means to obtain information from the Borrower on

a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations under the Credit Documents,

and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances

bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part

of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of the Borrower now known

or hereafter known by any Beneficiary.

7.11          Bankruptcy,

Etc.

(a)            So

long as any Guaranteed Obligations (other than Remaining Obligations) remain outstanding, no Guarantor shall, without the prior written

consent of the Administrative Agent acting pursuant to the instructions of the Required Lenders, commence or join with any other Person

in commencing any proceeding under any Debtor Relief Law against the Borrower or any other Guarantor. The obligations of the Guarantors

hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary

or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower or any

other Guarantor or by any defense which the Borrower or any other Guarantor may have by reason of the order, decree or decision of any

court or administrative body resulting from any such proceeding.

(b)            Each

Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement

of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases

to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion

of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because

it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto

should be determined without regard to any rule of law or order which may relieve the Borrower of any portion of such Guaranteed

Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors

or similar Person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing

after the date on which such case or proceeding is commenced.

the event that all or any portion of the Guaranteed Obligations are paid by the Borrower, the obligations of Guarantors hereunder shall

continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are

rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments

which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12            Discharge

of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder

shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the

Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released

without any further action by any Beneficiary or any other Person effective as of the time of such sale or disposition.

7.13          [Reserved].

7.14          Maximum

Liability. It is the desire and intent of the Guarantors and the Secured Parties that this Guaranty shall be enforced against the

Guarantors to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is

sought. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state,

Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations

of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the

amount of such Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary,

the amount of such liability shall, without any further action by the Guarantors or the Secured Parties, be automatically limited and

reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined

hereunder being the relevant Guarantor’s “Maximum Liability”). Each Guarantor agrees that the Guaranteed Obligations

may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting the

rights and remedies of the Secured Parties hereunder; provided that nothing in this sentence shall be construed to increase any

Guarantor’s obligations hereunder beyond its Maximum Liability.

Section 8            EVENTS

OF DEFAULT

8.1            Events

of Default. The occurrence of any one or more of the following conditions or events shall constitute an “Event of Default”:

(a)            Failure

to Make Payments When Due. Failure by the Borrower to pay when due any principal of any Term Loan, whether at stated maturity, by

acceleration, by mandatory prepayment or otherwise, or within three (3) Business Days after the date when due, to pay any interest

on any Term Loan or any fee or any other amount due hereunder or under any other Credit Document; or

(b)            Default

in Other Agreements. (i) Failure of the Borrower or any of its Subsidiaries to pay when due any principal of or interest on

or any other amount payable in respect of any Material Indebtedness beyond the applicable grace period, if any, provided therefor; or

(ii) breach or default by Borrower or any of its Subsidiaries with respect to any other term of any Material Indebtedness or any

loan agreement, mortgage, indenture or other agreement relating to such Material Indebtedness, in each case beyond the grace period,

if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Material Indebtedness

(or a trustee on behalf of such holder or holders), to cause, such Material Indebtedness to become or be declared due and payable (or

subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as

the case may be; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result

of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder;

provided further that such failure is unremedied and is not waived by the holders of such Indebtedness prior to the acceleration

of the Term Loans pursuant to Section 8.2; or

of Certain Covenants. Failure of (i) any Credit Party to perform or comply with any term or condition contained in (A) Section 5.1(a),

where the failure to deliver the applicable documentation required under such Section continues beyond any cure period applicable

to such failure pursuant to the Company Credit Agreement or (B) Sections 5.1(b), 5.1(c), 5.2 (as it relates

to the Borrower) or 6 or (ii) Iridium Holdings to comply with any term or condition contained in the Letter Agreement; or

(d)            Breach

of Representations, Etc. Any representation, warranty or certification made or deemed made by any Credit Party in any Credit Document

(or any document delivered pursuant to a Credit Document) at any time given by such Credit Party in writing pursuant hereto or thereto

or in connection herewith or therewith shall be incorrect or misleading in any material respect (or, in the case of any representation

or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date made or deemed made (or if any such

representation, warranty or certification relates to an earlier date, as of such earlier date); or

(e)            Other

Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein

or any of the other Credit Documents, other than any such term referred to in any other subsection of this Section 8.1, and

such default (the “Specified Default”) shall not have been remedied or waived (i) within ten days in the case

of a Specified Default relating to Section 5.1(d) or (e) and (ii) within 30 days in the case of any

Specified Default other than a Specified Default relating to Section 5.1(d) or (e), in each case of (i) and

(ii), after the earlier of (A) an Authorized Officer of any Credit Party having actual knowledge of such default or (B) receipt

by the Borrower of written notice from the Administrative Agent of such default; or

(f)            Involuntary

Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in

respect of the Borrower or any of its Subsidiaries in an involuntary case under any Debtor Relief Law now or hereafter in effect, which

decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state Law; or (ii) an

involuntary case shall be commenced against the Borrower or any of its Subsidiaries under any Debtor Relief Law now or hereafter in effect;

or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, receiver and manager, monitor,

interim receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its

Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary

appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Subsidiaries for all or a substantial part

of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the

property of the Borrower or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for

60 days without having been dismissed, bonded or discharged; or

(g)            Voluntary

Bankruptcy; Appointment of Receiver, Etc. (i) The Borrower or any of its Subsidiaries shall have an order for relief entered

with respect to it or shall commence a voluntary case under any Debtor Relief Law now or hereafter in effect, or shall consent to the

entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such

Law, or shall consent to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for

all or a substantial part of its property; or the Borrower or any of its Subsidiaries shall make any assignment for the benefit of creditors;

(ii) the Borrower or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability,

to pay its debts as such debts become due; (iii) the Board of Directors of the Borrower or any of its Subsidiaries (or any committee

thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f);

or (iv) the institution of any filing, application or proceeding against or in respect of any Company Party organized in Canada

seeking to adjudicate it an insolvent person, seeking a bankruptcy order under the Bankruptcy and Insolvency Act (Canada), seeking to

institute proceedings against it under the Companies’ Creditors Arrangement Act (Canada) or the Winding Up and Restructuring Act

(Canada), or seeking any relief under any corporations legislation involving the compromise, settlement, adjustment or arrangement of

debt; or

(h)            Judgments

and Attachments. Any money judgment, writ or warrant of attachment or similar process involving in any individual or aggregate proceeding

at any time an amount in excess of $5,000,000 (in each case to the extent not adequately covered by insurance as to which a solvent and

unaffiliated insurance company has not denied coverage, and taking into account any deductibles) shall be entered or filed against the

Borrower or any of its Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed

for a period of 45 days (or in any event later than 5 days prior to the date of any proposed sale thereunder); or

(i)            Employee

Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably

be expected to result in a Material Adverse Effect; (ii) there exists any fact or circumstance that results in the imposition of

a Lien pursuant to Section 430(k) of the Code or Section 303(k) or 4068 of ERISA on the assets of any member of the

Aireon Group which individually or in the aggregate results in or could reasonably be expected to result in a Material Adverse Effect;

or (iii) any obligation of a Canadian Subsidiary under any Canadian Pension Plan is not satisfied by such Canadian Subsidiary and

such failure to satisfy such obligation would have or would be reasonably expected to have a Material Adverse Effect; or

(j)            Change

of Control. A Change of Control shall occur; or

(k)            Guaranties,

Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) any material provision

of the Guaranty for any reason, other than the payment in full of all Obligations (other than Remaining Obligations), shall cease to

be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall

repudiate its obligations thereunder in writing (other than as a result of the sale or transfer of such Guarantor or as a result of any

other transaction permitted hereunder), or (ii) any material provision of this Agreement or any Collateral Document ceases to be

in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the payment

in full of the Obligations (other than Remaining Obligations) in accordance with the terms hereof), or shall be declared null and void,

or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien on Collateral purported to be covered by the

Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason, (iii) any Credit

Party shall contest in writing the validity or enforceability of any Credit Document in writing or deny in writing that it has any further

liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party, or (iv) any

Credit Party shall contest in writing the validity or perfection of any Lien on Collateral purported to be covered by the Collateral

Documents.

8.2            Acceleration.

(a) Upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (b) upon

the occurrence and continuance of any other Event of Default, at the request of (or with the consent of) the Required Lenders, upon notice

to the Borrower by the Administrative Agent:

(i) the

aggregate principal of all Term Loans, all accrued and unpaid interest thereon, all fees

and all other Obligations under this Agreement and the other Credit Documents, shall become

due and payable immediately, without presentment, demand, protest or further notice of any

kind, all of which are hereby expressly waived by each Credit Party; and

(ii) the

Administrative Agent may (and at the direction of the Required Lenders, shall), and may (and

at the direction of the Required Lenders, shall) cause the Collateral Agent to, exercise

any and all of its other rights and remedies under applicable Law (including the UCC) or

at equity, hereunder and under the other Credit Documents.

8.3            Application

of Payments and Proceeds. After the acceleration of the principal amount of any of the Term Loans in accordance with Section 8.2,

or at the election of the Administrative Agent or the Required Lenders during the continuance of any Event of Default, all payments and

proceeds in respect of any of the Obligations received by any Agent or any Lender under any Credit Document, including any proceeds of

any sale of, or other realization upon, all or any part of the Collateral, shall be applied as follows:

first,

to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal and interest) incurred by or owing to the

Administrative Agent or the Collateral Agent with respect to this Agreement, the other Credit Documents or the Collateral and which are

payable by the Credit Parties under the Credit Documents;

second,

to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal and interest) incurred by or owing to any

Lender with respect to this Agreement, the other Credit Documents or the Collateral and which are payable by the Credit Parties under

the Credit Documents;

third,

to all accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would

have accrued on such amounts);

fourth,

to the principal amount of the Obligations;

fifth,

[reserved];

sixth,

to any other Indebtedness or obligations of any Credit Party owing to the Administrative Agent, the Collateral Agent or any Lender under

the Credit Documents; and

seventh,

to the Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.

carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application

to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive

an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Each Credit Party irrevocably

waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent

or the Collateral Agent from or on behalf of any Credit Party, and, as between each Credit Party on the one hand and the Administrative

Agent, the Collateral Agent and the other Secured Parties on the other, the Administrative Agent shall have the continuing and exclusive

right to apply and to reapply any and all payments received against the Obligations in such manner as the Administrative Agent may deem

advisable notwithstanding any previous application by the Administrative Agent.

Section 9            AGENTS

9.1            Appointment

and Authority.

(a)            Each

of the Lenders hereby irrevocably appoints GLAS USA LLC to act on its behalf as the Administrative Agent hereunder and under the other

Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated

to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

Each of the Lenders hereby irrevocably appoints GLAS USA LLC to act on its behalf as the Collateral Agent hereunder and under the other

Credit Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated

to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except

as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section 9.1 are solely

for the benefit of the Agents and the Lenders, and neither the Borrower nor any of its Subsidiaries shall have rights as a third-party

beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other

Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or

express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and

is intended to create or reflect only an administrative relationship between contracting parties. The duties of each of the Administrative

Agent and the Collateral Agent under the Credit Documents are solely mechanical and administrative in nature.

(b)            Whenever

in the administration of the Credit Documents the Administrative Agent shall deem it desirable that a matter be proved or established

prior to taking, suffering or omitting any action hereunder, the Administrative Agent (unless other evidence be herein specifically prescribed)

may, in the absence of bad faith on its part, conclusively rely upon instructions from the Required Lenders.

Administrative Agent may request that the Required Lenders or other parties deliver a certificate setting forth the names of individuals

and/or titles of officers authorized at such time to take specified actions pursuant to the Credit Documents.

(d)            Money

held by the Administrative Agent in trust hereunder need not be segregated from other funds except to the extent required by law. The

Administrative Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing.

9.2            Rights

as a Lender. The Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other

Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless

otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual

capacity. Such Person and its Affiliates may accept deposits from, lend money to, own Securities of, act as the financial advisor or

in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any of its Subsidiaries or other

Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

9.3            Exculpatory

Provisions.

(a)            No

Agent shall have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties

hereunder shall be administrative in nature. Without limiting the generality of the foregoing, no Agent:

(i) shall

be subject to any fiduciary or other implied duties, regardless of whether a Default or Event

of Default has occurred and is continuing;

(ii) shall

have any duty to take any discretionary action or exercise any discretionary powers, and

all discretionary rights and powers expressly contemplated hereby or by the other Credit

Documents shall require that such Agent exercise as directed in writing by the Required Lenders

(or such other number or percentage of the Lenders as shall be expressly provided for herein

or in the other Credit Documents); provided that no Agent shall be required to take

any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability

or that is contrary to any Credit Document or applicable law, including for the avoidance

of doubt any action that may be in violation of the automatic stay under any Debtor Relief

Law; and

(iii) (x) shall,

except as expressly set forth herein and in the other Credit Documents, have any duty to

disclose, and (y) shall be liable for the failure to disclose, any information relating

to any Credit Party or any of their respective Affiliates that is communicated to or obtained

by the Person serving as an Agent or any of its Affiliates in any capacity.

(b)            No

Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or

such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary,

under the circumstances as provided in Sections 10.5 and Sections 8.1, 8.2 and 8.3), or (ii) in

the absence of its own bad faith, fraud, gross negligence or willful misconduct as determined by a court of competent jurisdiction by

final and nonappealable judgment. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until notice

describing such Default is given to such Agent in writing by the Borrower or a Lender.

Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made

in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document

delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,

agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,

effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, or (v) the

satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly

required to be delivered to such Agent.

(d)            No

Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations

or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such

funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

(e)            No

Agent shall (i) be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,

covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Term Loans or as to the existence

or possible existence of any Default or Event of Default or to make any disclosures with respect to the foregoing, or (ii) have

any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated

hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders

as shall be necessary under the circumstances as provided).

(f)            In

no event shall any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out

of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,

acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics or epidemics, or acts of God, and

interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

9.4            Reliance

by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,

consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting

or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each

Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and

shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Term Loan,

that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such

Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. Each Agent

may consult with legal counsel (who may be counsel for the Credit Parties), independent accountants and other experts selected by it,

and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.5            Delegation

of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit

Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub agent may perform any and all

of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 9

shall apply to any such sub agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective

activities as such Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that

a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with bad faith, fraud, gross

negligence or willful misconduct in the selection of such sub-agents.

9.6            Resignation

of the Agents; Removal.

(a)            Each

Agent may resign at any time by notifying the Lenders and the Borrower, no later than 30 days prior to the effective date of such resignation.

Each Agent may be removed upon 30 days’ prior notice (the “Removal Effective Date”) by the Required Lenders.

Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor (in consultation with

the Borrower). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within

30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the

“Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders,

appoint a successor Agent, which shall be a financial institution with an office in New York, New York having a combined capital and

surplus that is not less than $500,000,000; provided that in no event shall any such successor Administrative Agent be an Affiliate

of any Credit Party. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice

on the Resignation Effective Date, or such removal shall become effective in accordance with such notice on the Removal Effective Date,

as applicable.

(b)            With

effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring Agent shall be discharged

from its duties and obligations hereunder and under the other Credit Documents, (except that in the case of any Collateral held by the

Collateral Agent on behalf of the Secured Parties, the retiring the Collateral Agent shall continue to hold such Collateral until such

time as a successor Collateral Agent is appointed) and (ii) all payments, communications and determinations provided to be made

by, to or through such Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint

a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as an Agent hereunder, such successor

shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent

shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents. The fees payable by the Borrower

to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 9.6

and Sections 10.2 and 10.3 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective

Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.

9.7            Non-Reliance

on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon either Agent or any other

Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit

analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon

any Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time

deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit

Document or any related agreement or any document furnished hereunder or thereunder. Without limiting the foregoing, each Lender acknowledges

and agrees that neither such Lender, nor any of its respective Affiliates, or assignees, may rely on the Administrative Agent to carry

out such Lender’s, Affiliate’s, or assignee’s customer identification program, or other obligations required or imposed

under or pursuant to the PATRIOT Act or the regulations thereunder, including the regulations contained in 31 C.F.R. 1020.220 (as hereafter

amended or replaced, the “CIP Regulations”), or any other AML and Anti-Terrorism Law, including any programs involving

any of the following items relating to or in connection with any of the Credit Parties, their Affiliates or their agents, the Credit

Documents or the transactions hereunder or contemplated hereby (a) any identity verification procedures, (b) any recordkeeping,

or such other Laws.

9.8            Administrative

Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial

proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then

be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have

made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)            to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other

Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of

the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of

the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative

Agent under Sections 2.11, 10.2 and 10.3) allowed in such judicial proceeding; and

(b)            to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby

authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent

to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,

expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative

Agent under Sections 2.11, 10.2 and 10.3.

9.9            Collateral

Documents and Guaranty.

(a)            The

Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,

(i) to

release any Lien on any property granted to or held by the Collateral Agent under any Credit

Document

(x) upon

payment in full of all Obligations (other than Remaining Obligations), and

(y) subject

to Section 10.5, if approved, authorized or ratified in writing by all of the

Lenders;

(ii) [reserved].

The

Collateral Agent shall be entitled to request written instructions, or clarification of any instruction, from the Required Lenders (or,

if the relevant Credit Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group

of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion

and the Collateral Agent may refrain from acting unless and until it receives those written instructions or that clarification. In the

absence of written instructions, Collateral Agent, as applicable, may act (or refrain from acting) as it considers to be in the best

interests of the Lenders. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral

Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor

from its obligations under the Guaranty pursuant to this Section 9.9(a). Upon the occurrence of any of the events specified

in Sections 9.9(a)(i)(x), 9.9(a)(i)(y) and 9.9(a)(iii), at the Borrower’s request and sole cost

and expense, the Collateral Agent shall execute and deliver to the Borrower such documentation as the Borrower may reasonably request

in writing to release the applicable Lien and/or release the applicable Guarantor, as the case may be. In connection with any such request

by the Borrower, the Collateral Agent may request, and if requested by the Collateral Agent, the Borrower shall deliver a written certificate

of an Authorized Officer certifying that the applicable transaction is permitted under the Credit Documents (and the Collateral Agent

may conclusively rely on any such certificate without further inquiry and shall have no liability to any Secured Party or other Person

for any inaccuracy or misrepresentation contained therein).

(b)            Anything

contained in any of the Credit Documents to the contrary notwithstanding, each Credit Party, the Administrative Agent, the Collateral

Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the

Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of

the Credit Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the

Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may

be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in

the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private

sale or other disposition (including pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code),

the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to section 363(k), section 1129(b)(2)(a)(ii) or

otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition

and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective

individual capacities) shall be entitled, upon instructions from Required Lenders, for the purpose of bidding and making settlement or

payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of

the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other

disposition.

the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation

or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral

Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, and neither the Administrative Agent

nor the Collateral Agent shall be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

The Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the grantors

to all or any of the assets whether such defect or failure was known to the Agent or might have been discovered upon examination or inquiry

and whether capable of remedy or not. No Agent shall have responsibility for or liability with respect to monitoring compliance of any

other party to the Credit Documents or any other document related hereto or thereto. No Agent has any duty to monitor the value or rating

of any Collateral on an ongoing basis.

(d)            [Reserved].

(e)            [Reserved].

(f)            Notwithstanding

anything in the Credit Documents to the contrary, the Collateral Agent shall have no responsibility for the preparation, filing or recording

of any instrument, document or financing statement or for the perfection or maintenance of any security interest created hereunder.

9.10          [Reserved].

9.11          Certain

ERISA Matters.

(a)                   Each

Lender (x) represents and warrants, as of the date such Person became a Lender Party hereto, to, and (y) covenants, from the

date such Person became a Lender Party hereto to the date such Person ceases being a Lender Party hereto, for the benefit of, the Administrative

Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the

following is and will be true:

(i)            such

Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit

Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Credit

Documents or this Agreement,

(ii)            the

transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent

qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),

PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption

for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined

by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and

performance of the Term Loans, the Credit Documents and this Agreement,

(iii)            (A) such

Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Section VI of

PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate

in, administer and perform the Term Loans, the Credit Documents, and this Agreement, (C) the entrance into, participation in, administration

of and performance of the Term Loans, the Credit Documents and this Agreement satisfies the requirements of sub-sections (b) through

(g) of Section I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of

Section I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and

performance of the Term Loans, the Credit Documents and this Agreement, or

(iv)            such

other representation, warranty and covenant as may be agreed in writing between the Administrative agent, in its sole discretion, and

such Lender.

(b)            In

addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect

to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in

the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became

a Lender Party hereto, to, and (y) covenants, from the date such Person became a Lender Party hereto to the date such Person ceases

being a Lender Party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit

of the Borrower or any other Credit Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender

involved in such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Credit Documents

and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,

any Credit Document or any documents related hereto or thereto).

9.12          Erroneous

Payments.

(a)            If

the Administrative Agent (x) notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured

Party (any such Lender Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”)

that the Administrative Agent has determined in its reasonable discretion (whether or not after receipt of any notice under immediately

succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient

from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly

received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any

such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,

individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous

Payment (or a portion thereof) (provided, that, the Administrative Agent may not make any such demand under this clause (a) with

respect to an Erroneous Payment unless such demand is made within 5 Business Days of the date of receipt of such Erroneous Payment by

the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending

its return or repayment as contemplated below in this Section 9.12 and held in trust for the benefit of the Administrative

Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall

cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative

Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or

portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon

(except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous

Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in

same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment

Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)            Without

limiting immediately preceding clause (a), each Lender, Secured Party or any Person who has received funds on behalf of a Lender

or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment

(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative

Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement

or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,

prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative

Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was

transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i) it

acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or

(y), an error and mistake shall be presumed to have been made (absent written confirmation

from the Administrative Agent to the contrary) or (B) an error and mistake has been

made (in the case of immediately preceding clause (z)), in each case, with respect

to such payment, prepayment or repayment; and

(ii) such

Lender or Secured Party shall (and shall cause any other recipient that receives funds on

its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge

of the occurrence of any of the circumstances described in immediately preceding clauses

(x), (y) and (z)) notify the Administrative Agent of its receipt of

such payment, prepayment or repayment, the details thereof (in reasonable detail) and that

it is so notifying the Administrative Agent pursuant to this Section 9.12(b).

For the avoidance

of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.12(b) shall not have

any effect on a Payment Recipient’s obligations pursuant to Section 9.12(a) or on whether or not an Erroneous

Payment has been made.

Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to

such Lender or Secured Party under any Credit Document, or otherwise payable or distributable by the Administrative Agent to such Lender

or Secured Party under any Credit Document with respect to any payment of principal, interest, fees or other amounts, against any amount

that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(i) In

the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative

Agent for any reason, after demand therefor in accordance with immediately preceding clause

(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or

from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its

respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”),

upon the Administrative Agent’s notice to such Lender at any time, then effective immediately

(with the consideration therefor being acknowledged by the parties hereto), (A) such

Lender shall be deemed to have assigned its Term Loans with respect to which such Erroneous

Payment was made (the “Erroneous Payment Impacted Class”) in an amount

equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative

Agent may specify) (such assignment of the Term Loans of the Erroneous Payment Impacted Class,

the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and

such amount calculated at par plus any accrued and unpaid interest (with the assignment fee

to be waived by the Administrative Agent in such instance)), and is hereby (together with

the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to

such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Term Loan

Notes evidencing such Term Loans to the Borrower or the Administrative Agent (but the failure

of such Person to deliver any such Term Loan Notes shall not affect the effectiveness of

the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall

be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such

deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender,

as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and

the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to

such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its

obligations under the indemnification provisions of this Agreement which shall survive as

to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be

deemed to have waived any consents required under this Agreement to any such Erroneous Payment

Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register

its ownership interest in the Term Loans subject to the Erroneous Payment Deficiency Assignment.

(ii) Subject

to Section 10.6 (but excluding, in all events, any assignment consent or approval

requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in

its discretion, sell any Term Loans acquired pursuant to an Erroneous Payment Deficiency

Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency

owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Term

Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies

and claims against such Lender (and/or against any recipient that receives funds on its respective

behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender

(x) shall be reduced by the proceeds of prepayments or repayments of principal and interest,

or other distribution in respect of principal and interest, received by the Administrative

Agent on or with respect to any such Term Loans acquired from such Lender pursuant to an

Erroneous Payment Deficiency Assignment (to the extent that any such Term Loans are then

owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative

Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable

Lender from time to time.

(d)            The

parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an

Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion

thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and,

in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such

Lender or Secured Party, as the case may be) under the Credit Documents with respect to such amount (the “Erroneous Payment

Subrogation Rights”) (provided that the Credit Parties’ Obligations under the Credit Documents in respect of the Erroneous

Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Term Loans that have been assigned to the Administrative

Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or

otherwise satisfy any Obligations owed by the Borrower or any other Credit Party; provided that this Section 9.12

shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date

for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable

had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt,

immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely

with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower

for the purpose of making such Erroneous Payment.

(e)            To

the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,

and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim

by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge

for value” or any similar doctrine.

(f)            Each

party’s obligations, agreements and waivers under this Section 9.12 shall survive the resignation or replacement of

the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender and/or the repayment, satisfaction

or discharge of all Obligations or any portion thereof) under any Credit Document.

Section 10          MISCELLANEOUS

10.1          Notices.

(a)            Notices

Generally. Except as provided in Section 10.1(b) (or as otherwise expressly permitted to be made by email), all

notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,

mailed by certified or registered mail, sent by e-mail in accordance with Section 10.1(b) if to an Agent, to it at its

address as set forth on Appendix B, or if to a Lender, to it at its address set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when

received. Notices delivered through electronic communications, to the extent provided in Section 10.1(b), shall be effective

as provided in Section 10.1(b).

(b)            Electronic

Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication

(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative

Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications

pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed

received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”

function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet

or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in

the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor;

provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not

sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening

of business on the next business day for the recipient.

of Address, Etc. Any party hereto may change its address for notices and other communications hereunder by notice to the other parties

hereto.

(d)            Platform.

(i) Each

Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make

the Communications (as defined below) available to the Lenders by posting the Communications

on Debt Domain, IntraLinks, Syndtrak or a substantially similar electronic transmission

system (the “Platform”).

(ii) The

Platform is provided “as is” and “as available.” The Agent Parties

(as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability

for errors or omissions in the Communications. No warranty of any kind, express, implied

or statutory, including any warranty of merchantability, fitness for a particular purpose,

non-infringement of third-party rights or freedom from viruses or other code defects, is

made by any Agent Party in connection with the Communications or the Platform. In no event

shall the Administrative Agent or any of its Related Parties (collectively, the “Agent

Parties”) have any liability to any Credit Party, any Lender or any other Person

or entity for damages of any kind, including direct or indirect, special, incidental or consequential

damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Credit

Party’s or the Administrative Agent’s transmission of communications through

the Platform. “Communications” means, collectively, any notice, demand,

communication, information, document or other material that any Credit Party provides to

the Administrative Agent pursuant to any Credit Document or the transactions contemplated

therein which is distributed to the Administrative Agent or any Lender by means of electronic

communications pursuant to this Section 10.1, including through the Platform.

10.2          Expenses.

All expenses incurred by the Lenders and the Agents in connection with the initial preparation, negotiation, execution and delivery of

this Agreement and the other Credit Documents, including all fees and expenses of the Administrative Agent and the Collateral Agent,

shall be paid on the Closing Date as provided under the Securities Purchase Agreement. Following the Closing Date, the Borrower shall

pay within 20 days of a written demand therefor:

(a)            all

reasonable and documented out of pocket expenses incurred by the Lenders, the Agents and their respective Affiliates (including the fees,

charges and disbursements of (x) one primary outside legal counsel for the Agents and, if necessary or appropriate, one local counsel

in each relevant jurisdiction and (y) outside legal counsel for the Lenders, provided that the Lenders will endeavor in good

faith to avoid counsel redundancy in a manner designed to ensure that the aggregate expenses payable under this clause (y) are reasonable),

in connection with the administration of this Agreement and the other Credit Documents and any amendments, modifications or waivers of

the provisions hereof or thereof and

(b)            all

reasonable and documented out of pocket expenses incurred by any Agent or any Lender (limited to, in the case of legal expenses, the

fees, charges and disbursements of (x) one primary outside legal counsel for the Agents and, if necessary or appropriate, one local

counsel in each relevant jurisdiction, (y) outside legal counsel for the Lenders, provided that the Lenders will endeavor

in good faith to avoid counsel redundancy in a manner designed to ensure that the aggregate expenses payable under this clause (y) are

reasonable) and (z) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction

to the affected persons similarly situated, taken as a whole) in connection with the enforcement or protection of its rights (A) in

connection with this Agreement and the other Credit Documents, including its rights under this Section 10.2, or (B) in

connection with the Term Loans made hereunder, including all such reasonable and documented out of pocket expenses incurred during any

workout, restructuring or negotiations in respect of such Term Loans.

10.3          Indemnity;

Certain Waivers.

(a)            Indemnification

by Borrower. The Borrower shall indemnify each Agent (and any sub-agent thereof), each Lender and each Related Party of any of the

foregoing Persons and each of their respective Affiliates and officers, directors, employees, agents, advisors and other representatives

(each of the foregoing being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all

losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (including the reasonable and documented

out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee, limited to (w) one counsel for the Agents, (x) outside

legal counsel for the Lenders; provided that the Lenders will endeavor in good faith to avoid counsel redundancy in a manner designed

to ensure that the aggregate expenses payable under this clause (x) are reasonable), (y) if reasonably necessary, a single

local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests of such Indemnitees

and (z) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction

to the affected persons similarly situated, taken as a whole), incurred by any Indemnitee or asserted against any Indemnitee by any Person

(including the Borrower or any of its Subsidiaries) other than such Indemnitee and its Related Parties arising out of, in connection

with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument

contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the

consummation of the transactions contemplated hereby or thereby, (ii) any Term Loan or the use or proposed use of the proceeds therefrom,

(iii) any actual or threatened Release of Hazardous Materials on, under, to or from any property at any time owned, leased or operated

by the Borrower or any of its Subsidiaries or any of their predecessors, or any environmental liability or Environmental Claim related

in any way to the Borrower or any of its Subsidiaries or any of their predecessors or any of their current, future or former Facilities

or operations, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,

whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries,

and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not (x) as to any Indemnitee,

be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent

jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee

or any of its Related Parties or (y) a dispute solely among Indemnitees (other than any claim against an Agent in its capacity as

such) that does not arise from any act or omission by the Borrower or its Subsidiaries. This Section 10.3(a) shall not

apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b)            Reimbursement

by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.2

or Section 10.3(a) to be paid by it to an Agent (or any sub-agent thereof) or any Related Party of any of the foregoing,

each Lender severally agrees to pay to such Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s

Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount

(including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified

loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against an Agent (or any such sub-agent)

or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) in connection with such capacity.

The obligations of the Lenders under this Section 10.3(b) are subject to the provisions of Section 10.12.

of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto

hereby waives, any claim against any Indemnitee or any other party hereto, on any theory of liability, for special, indirect, consequential

or punitive damages (as opposed to direct or actual damages), including, but not limited to, lost profits, even if such loss or damage

was foreseeable or it has been advised of the likelihood of such loss or damage and regardless of the form of action, arising out of,

in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby,

the transactions contemplated hereby or thereby or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising

from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic

or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated

hereby or thereby.

(d)            Payments.

All amounts due under Section 10.2 and Section 10.3 shall be payable promptly (and in any event, within 20 days)

after written demand therefor and the provision of reasonable documentation and calculations of such amounts.

(e)            Survival.

Each party’s obligations under Section 10.2 and Section 10.3 shall survive the termination of the Credit

Documents and payment of the obligations hereunder.

10.4          Set-Off.

If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized

at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general

or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency)

at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of any Credit Party against any and all

of the obligations of such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender or

its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other

Credit Document and although such obligations of such Credit Party may be contingent or unmatured or are owed to a branch, office or

Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights

of each Lender and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including

other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative

Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity

of such setoff and application.

10.5          Amendments

and Waivers.

(a)            Required

Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b), 10.5(c) and 10.5(d),

no amendment or waiver of any provision of this Agreement, and no consent to any departure by any Credit Party therefrom, shall in any

event be effective unless the same shall be in writing and signed (x) in the case of an amendment, consent or waiver to cure any

ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Agents and the Lenders or extending an existing

Lien over additional property, by the Agents and the Borrower, (y) in the case of any other waiver or consent, by the Required Lenders

(or by the Administrative Agent or the Collateral Agent, as applicable, with the consent of the Required Lenders) and (z) in the

case of any other amendment, by the Required Lenders (or by the Administrative Agent or the Collateral Agent, as applicable, with the

consent of the Required Lenders) and each Credit Party that is party to the underlying Credit Document, and then such waiver or consent

shall be effective only in the specific instance and for the specific purpose for which given.

(b)            Affected

Lenders’ Consent. Without prejudice to, and in addition to, any consents required under Section 10.5(a), no amendment,

modification, termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party

therefrom, shall:

(i) extend

the scheduled final maturity of any Term Loan without the written consent of the Lender holding

such Term Loan;

(ii) reduce

the principal amount of any Term Loan without the written consent of the Lender holding such

Term Loan;

(iii) [reserved];

(iv) waive,

reduce or postpone any scheduled repayment (but not mandatory or voluntary prepayment) of

the principal amount of any Term Loan without the written consent of the Lender holding such

Term Loan;

(v) [reserved];

(vi) reduce

any fee or premium payable under any Credit Document without the written consent of the Lender

that is entitled to receive such fee or premium;

(vii) extend

the time for payment of any interest on any Term Loan without the written consent of the

Lender holding such Term Loan; or

(viii) extend

the time for payment of any fee or premium payable under any Credit Document without the

written consent of the Lender that is entitled to receive such fee or premium.

of all Lenders. Without the written consent of all Lenders, no amendment, modification, termination or waiver of any term or condition

of any Credit Document, or consent to any departure by any Credit Party therefrom, shall:

(i) amend,

modify, terminate or waive any term or condition of this Section 10.5 or the

definition of “Eligible Assignee”;

(ii) amend,

modify, terminate or waive any term or condition of this Agreement or any other Credit Document

that expressly provides that the consent of all Lenders is required;

(iii) amend,

modify, terminate or waive any provision of the definition of “Required Lenders”,

the definition of “Pro Rata Share” or of Section 2.17, Section 8.3

or any other provision that would result in a modification of the pro rata sharing

provisions or the application of payments and proceeds;;

(iv) release

or subordinate the Liens of the Secured Parties in all or any portion of the Collateral,

or release any or all of the Guaranties or subordinate the rights or claims of the Beneficiaries

with respect thereto, in each case, except as expressly provided in the Credit Documents

as in effect on the Closing Date; provided that, in connection with a “credit

bid” undertaken by the Collateral Agent at the direction of the Required Lenders pursuant

to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or

other sale or disposition of assets in connection with an enforcement action with respect

to the Collateral permitted pursuant to the Credit Documents as in effect on the Closing

Date, only the consent of the Required Lenders will be needed for such release; or

(v) consent

to the assignment or transfer by any Credit Party of any of its rights and obligations under

any Credit Document.

(d)            Other

Consents. Without prejudice to, and in addition to, any consents required under Section 10.5(a), no amendment, modification,

termination or waiver of any term or condition of any Credit Document, or consent to any departure by any Credit Party therefrom, shall:

(i) [reserved];

(ii) amend,

modify, terminate or waive any provision of Section 9 as the same applies to

any Agent, or any other provision hereof as the same applies to the rights or obligations

of any Agent, in each case without the consent of such Agent.

(e)            [Reserved].

(f)            Guarantees

and Collateral Documents. Guarantees, collateral security documents and related documents executed by the Credit Parties or the Subsidiaries

in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement,

amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent

of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to

cure ambiguities, omissions, mistakes or defects or (iii) to cause such guarantee, collateral security documents and related documents

to be consistent with this Agreement and the other Credit Documents.

(g)            Execution

of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments,

modifications, waivers or consents on behalf of, and with the consent of such Lender. Any waiver or consent shall be effective only in

the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall

entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination,

waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender and other Beneficiary at

the time outstanding, each future Lender and other Beneficiary and, if signed by a Credit Party, on such Credit Party.

10.6          Successors

and Assigns.

(a)            Successors

and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and

their respective successors and assigns permitted hereby, except that no Credit Party may assign or otherwise transfer any of its rights

or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise

transfer any of its rights or obligations hereunder except to an assignee in accordance with the provisions of Section 10.6(b) (and

any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,

shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby

and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal

or equitable right, remedy or claim under or by reason of this Agreement.

(b)            Assignments

by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and/or obligations

under this Agreement (including all or a portion of its Term Loans at the time owing to it); provided that each such assignment

shall be subject to the following conditions:

(i) Proportionate

Amounts. Each partial assignment shall be made as an assignment of a proportionate part

of all the assigning Lender’s rights and obligations under this Agreement with respect

to the Term Loan assigned;

(ii) Assignment

and Assumption. The parties to each assignment shall execute and deliver to the Administrative

Agent an Assignment and Assumption, together with all forms, certificates or other evidence

each assignee is required to provide pursuant to Section 2.20(g) and a processing

and recordation fee of $3,500; provided that (A) the Administrative Agent may,

in its sole discretion, elect to waive or reduce such processing and recordation fee in the

case of any assignment, (B) the Credit Parties are not responsible for payment of such

processing and recordation fee of $3,500, and (C) such processing and recordation fee

shall not be payable if such assignment is being made to an Eligible Assignee of the type

described in clauses (a) through (d) of the definition of “Eligible Assignee”.

The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative

Questionnaire;

(iii) No

Assignment to Borrower Affiliates. No such assignment shall be made to any member of

the Iridium Parent Group or the Aireon Group;

(iv) No

Assignment to Natural Persons. No such assignment shall be made to a natural Person (or

a holding company, investment vehicle or trust for, or owned and operated for the primary

benefit of, a natural Person);

(v) No

Assignment to Competitors. No such assignment shall be made to any Competitor;

(vi) [Reserved];

(vii) Consent

of Borrower. The prior written consent of the Borrower shall be required for an assignment

by a Lender to any Person (other than an Eligible Assignee of the type described in clauses

(a) through (d) of the definition thereof); provided that (A) no

such consent of the Borrower shall be required while an Event of Default described in Sections 8.1(a),

8.1(f) or 8.1(g) exists and (B) such consent shall not be unreasonably

withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower

shall have objected to such appointment by written notice to the Administrative Agent within

fifteen (15) Business Days after having received notice thereof; and

(viii) [Reserved].

Subject to acceptance

and recording thereof by the Administrative Agent pursuant to Section 10.6(c), from and after the effective date specified

in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned

by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder

shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement

(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,

such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.20, 10.2

and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment.

The Administrative Agent, acting solely for this purpose as a non-fiduciary of the Borrower, shall maintain at the Payment Office a copy

of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and principal

amounts (stated interest) of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).

The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall

treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this

Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time

upon reasonable prior notice

10.7          Independence

of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted

by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another

covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8          Survival

of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution

and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements

of each Credit Party set forth in Sections 2.20, 10.2 and 10.3 and the agreements of the Lenders set forth in Sections 2.17,

9.3(b) and 9.6 shall survive the payment of the Term Loans and the termination hereof.

10.9          No

Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege

hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default

or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise

thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative

and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law

or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy

hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further

exercise of any such right, power or remedy.

10.10        Marshalling;

Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party

or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or

payments to the Administrative Agent or any Lender (or to the Administrative Agent, on behalf of the Lenders), or any Agent or any Lender

enforces any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement

or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be

repaid to a trustee, receiver or any other party under any Debtor Relief Law, any other state or federal law, common law or any equitable

cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights

and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had

not been made or such enforcement or setoff had not occurred.

10.11        Severability.

In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any

jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation

in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12        Obligations

Several; Independent Nature of the Lenders’ Rights. The obligations of the Lenders hereunder are several and no Lender shall

be responsible for the obligations of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action

taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint

venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt,

and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender

to be joined as an additional party in any proceeding for such purpose.

10.13        Headings.

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other

purpose or be given any substantive effect.

10.14        Governing

Law. This Agreement and the other Credit Documents and any claims, controversy, dispute or cause of action (whether in contract or

tort or otherwise) based upon, arising out of or relating to this Agreement or any other Credit Document (except, as to any other Credit

Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in

accordance with, the law of the State of New York.

10.15        Consent

to Jurisdiction. Each Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding

of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender or any

Related Party of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto

or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District

Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and

unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding

may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court.

Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced

in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit

Document shall affect any right that each Agent and any Lender may otherwise have to bring any action or proceeding relating to this

Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each Credit Party

irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter

have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in

any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,

the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably

consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect

the right of any party hereto to serve process in any other manner permitted by applicable law.

10.16        WAIVER

OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN

THIS SECTION 10.16.

10.17        Confidentiality.

Each of the Agents and each of the Lenders (each, a “Lender Party”) shall keep confidential information regarding

the Borrower and its Subsidiaries and their business provided to any Lender Party in connection with the negotiation, execution, delivery

and administration, of Credit Documents, it being understood and agreed by the Credit Parties that, in any event, each Lender Party (a) may

make disclosures of such information (i) to its Affiliates and to such Lender Party’s and its Affiliates’ respective

limited partners, employees, legal counsel, independent auditors and other experts or agents and advisors (it being understood that the

Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information

confidential, the disclosing Lender Party shall be liable for any breach of this Section 10.17 by such Persons); (ii) to

any actual or potential assignee, transferee of any rights, benefits, interests and/or obligations under this Agreement; (iii) to

any rating agency in connection with rating the Borrower or its Subsidiaries or the Term Loans ; (iv) as required or requested by

any regulatory authority purporting to have jurisdiction over such Lender Party or its Affiliates (including any self-regulatory authority,

such as the NAIC); provided that, unless prohibited by applicable Law or court order, each Lender Party shall make reasonable

efforts to notify the Borrower of any request by such regulatory authority (other than any such request in connection with any examination

of the financial condition or other routine examination of such Lender Party by such regulatory authority) for disclosure of any such

non-public information prior to the actual disclosure thereof; (v) to the extent required by order of any court, governmental agency

or representative thereof or in any pending legal or administrative proceeding, or otherwise as required by applicable Law or judicial

process; provided that, unless prohibited by applicable Law or court order, each Lender Party shall make reasonable efforts to

notify the Borrower of such required disclosure prior to the actual disclosure of such non-public information; (vi) in connection

with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement

or any other Credit Document or the enforcement of rights hereunder or thereunder, (vii) for purposes of establishing a “due

diligence” defense, (viii) with the consent of the Borrower, or (ix) to the extent such information (A) becomes

publicly available other than as a result of a breach of this Section 10.17, (B) becomes available to such Lender Party

or any of its Affiliates on a non-confidential basis from a source other than a Credit Party, or (C) is independently developed

by such Lender Party; and (b) may disclose the existence of this Agreement and the information about this Agreement to service providers

to such Lender Party in connection with the administration and management of this Agreement and the other Credit Documents.

10.18        Usury

Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations,

including all charges or fees in connection therewith deemed in the nature of interest under applicable Law shall not exceed the Highest

Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the

Highest Lawful Rate, the outstanding amount of the Term Loans made hereunder shall bear interest at the Highest Lawful Rate until the

total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest

set forth in this Agreement had at all times been in effect. In addition, if when the Term Loans made hereunder are repaid in full the

total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would

have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent

permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest

paid and the amount of interest which would have been paid if the stated rates of interest set forth in this Agreement had at all times

been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly to any applicable

usury Laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of

the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s

option be applied to the outstanding amount of the Term Loans made hereunder or be refunded to the Borrower.

10.19        No

Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event

an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto

and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of

this Agreement.

10.20        Counterparts;

Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of

which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed

counterpart of a signature page of this Agreement in electronic (i.e., “pdf” or “tif”) format shall be effective

as delivery of a manually executed counterpart of this Agreement.

10.21        Integration.

This Agreement and the other Credit Documents, and any separate letter agreements with respect to fees payable to the Administrative

Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements

and understandings, oral or written, relating to the subject matter hereof.

10.22        No

Fiduciary Duty. Each Agent, each Lender and their respective Affiliates (collectively, the “Lender Affiliated Parties”),

may have economic interests that conflict with those of the Credit Parties, and each Credit Party acknowledges and agrees (a) nothing

in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied

duty between the Lender Affiliated Parties and each Credit Party, its stockholders or its Affiliates; (b) the transactions contemplated

by the Credit Documents are arm’s-length commercial transactions between the Lender Affiliated Parties, on the one hand, and each

Credit Party, on the other; (c) in connection therewith and with the process leading to such transaction each of the Lender Affiliated

Parties is acting solely as a principal and not the agent or fiduciary of any Credit Party, its management, stockholders, creditors or

any other Person; (d) none of the Lender Affiliated Parties has assumed an advisory or fiduciary responsibility in favor of any

Credit Party with respect to the transactions contemplated hereby or the process leading thereto (regardless of whether any of the Lender

Affiliated Parties or any of their respective Affiliates has advised or is currently advising any Credit Party on other matters) or any

other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents; (e) each Credit Party has

consulted its own legal and financial advisors to the extent it deemed appropriate; (f) each Credit Party is responsible for making

its own independent judgment with respect to such transactions and the process leading thereto; and (g) no Credit Party will claim

that any of the Lender Affiliated Parties has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty

to any Credit Party, in connection with such transaction or the process leading thereto.

10.23        PATRIOT

Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Credit Parties that

pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Credit Parties,

which information includes the name and address of each Credit Party and other information that will allow such Lender or the Administrative

Agent, as applicable, to identify the Credit Parties in accordance with the PATRIOT Act.

10.24        Judgment

Currency. In respect of any judgment or order given or made for any amount due under this Agreement or any other Credit Document

that is expressed and paid in a currency (the “judgment currency”) other than the currency in which it is expressed

to be payable under this Agreement or other Credit Document, the party hereto owing such amount due will indemnify the party due such

amount against any loss incurred by them as a result of any variation as between (a) the rate of exchange at which the United States

dollar amount is converted into the judgment currency for the purpose of such judgment or order and (b) the rate of exchange, as

quoted by the Administrative Agent or by a known dealer in the judgment currency that is designated by the Administrative Agent, at which

the Administrative Agent or such Lender is able to purchase Dollars with the amount of the judgment currency actually received by the

Administrative Agent or such Lender. The foregoing indemnity shall constitute a separate and independent obligation of the applicable

party and shall survive any termination of this Agreement and the other Credit Documents, and shall continue in full force and effect

notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs

of exchange payable in connection with the purchase of or conversion into Dollars.

10.25        [Reserved].

10.26        Acknowledgement

and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in

any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected

Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down

and Conversion Powers of an applicable resolution authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)            the

application of any Write-Down and Conversion Powers by an applicable resolution authority to any such liabilities arising hereunder which

may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)            the

effects of any Bail-In Action on any such liability, including, if applicable (i) a reduction in full or in part or cancellation

of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in

such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred

on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability

under this Agreement or any other Credit Document or (iii) the variation of the terms of such liability in connection with the exercise

of the Write-Down and Conversion Powers of any applicable resolution authority.

[remainder

of page intentionally left blank]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto

duly authorized as of the date first written above.

IRIDIUM MONITOR

HOLDINGS LLC,

as Borrower

By:

/s/

Vincent J. O’Neill

Name:

Vincent J. O’Neill

Title:

Treasurer

NAV CANADA SATELLITE,

INC.,

as a Guarantor

By:

/s/

Vincent J. O’Neill

Name:

Vincent J. O’Neill

Title:

Chief Financial Officer and Treasurer

AIRNAV NORTH

ATLANTIC INC.,

as a Guarantor

By:

/s/

Vincent J. O’Neill

Name:

Vincent J. O’Neill

Title:

Chief Financial Officer and Treasurer

ENAV NORTH ATLANTIC

LLC,

as a Guarantor

By:

/s/

Vincent J. O’Neill

Name:

Vincent J. O’Neill

Title:

Chief Financial Officer and Treasurer

NAVIAIR SURVEILLANCE

USA LLC,

as a Guarantor

By:

/s/

Vincent J. O’Neill

Name:

Vincent J. O’Neill

Title:

Chief Financial Officer and Treasurer

NATS (USA) INC.,

as a Guarantor

By:

/s/

Vincent J. O’Neill

Name:

Vincent J. O’Neill

Title:

Chief Financial Officer and Treasurer

[Signature

Page to the Credit Agreement]

GLAS USA LLC,

as Administrative

Agent and Collateral Agent

By:

/s/

Annette Marsula

Name:

Annette Marsula

Title:

Vice President

[Signature

Page to the Credit Agreement]

NAV CANADA,

as a Lender

By:

/s/

Micheline Pion

Name:

Micheline Pion

Title:

Vice President and Chief Financial Officer

[Signature

Page to the Credit Agreement]

THE IRISH AIR

NAVIGATION SERVICE (DBA

AIRNAV IRELAND),

as a Lender

By:

/s/

Gerald Caffrey

Name:

Gerald Caffrey

Title:

Chief Executive

[Signature

Page to the Credit Agreement]

ENAV S.P.A.,

as a Lender

By:

/s/

Tommaso Massimo Funicello

Name:

Tommaso Massimo Funicello

Title:

Head of Finance

[Signature

Page to the Credit Agreement]

NAVIAIR SURVEILLANCE

A/S,

as a Lender

By:

/s/

Mads Kvist Eriksen

Name:

Mads Kvist Eriksen

Title:

Chairman of the Board

[Signature

Page to the Credit Agreement]

NATS (SERVICES)

LIMITED,

as a Lender

By:

/s/

Martin John Rolfe

Name:

Martin John Rolfe

Title:

Director

[Signature

Page to the Credit Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2619278d14_ex10-2.htm · Sequence: 3

Exhibit 10.2

Execution

Version

THE FOLLOWING INFORMATION IS SUPPLIED SOLELY

FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS LOAN WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE

MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER OR BENEFICIAL OWNER MAY OBTAIN THE ISSUE

PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THIS LOAN BY SUBMITTING A WRITTEN REQUEST FOR SUCH

INFORMATION TO THE ISSUER AT 8484 WESTPARK DRIVE, SUITE #300, MCLEAN, VIRGINIA, 22102, USA, ATTN: RICHARD NYREN, CHIEF FINANCIAL OFFICER.

CREDIT AND GUARANTY AGREEMENT

Dated as of October 10, 2023

among

AIREON LLC,

as the Borrower,

AIREON HOLDINGS LLC, AIREON CANADA LTD. AND CERTAIN

OTHER SUBSIDIRIES OF AIREON

LLC FROM TIME TO TIME PARTY HERETO,

as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

GLAS USA LLC,

as Administrative Agent

and

GLAS AMERICAS LLC,

as Collateral Agent

Table of Contents

Page

Section 1

DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Accounting Terms

1.3

Interpretation, Etc.

1.4

Certifications

1.5

Timing of Performance

1.6

Cashless Rollovers

1.7

Pro Forma Calculations and Adjustments

1.8

Currency Generally

1.9

Divisions

1.10

Quebec Security

Section 2

LOANS

2.1

Initial Term Loans

2.2

Incremental Term Facilities

2.3

[Reserved]

2.4

[Reserved]

2.5

Pro Rata Shares; Availability of Funds

2.6

Use of Proceeds

2.7

Evidence of Debt; Notes

2.8

Interest on Loans

2.9

Conversion and Continuation

2.10

Default Interest

2.11

Fees

2.12

Installments and Maturity

2.13

Voluntary Prepayments

2.14

Mandatory Prepayments

2.15

Application of Prepayments

2.16

General Provisions Regarding Payments

2.17

Ratable Sharing

2.18

Making or Maintaining SOFR Loans

2.19

Increased Costs; Capital Adequacy

2.20

Taxes; Withholding, Etc.

2.21

Obligation to Mitigate

2.22

Defaulting Lenders

2.23

Replacement of Lenders

Section 3

CONDITIONS PRECEDENT

3.1

Conditions to Effective Date

3.2

Conditions to Credit Extension on the Closing Date

3.3

Conditions to Credit Extensions occurring after the Closing Date

Section 4

REPRESENTATIONS AND WARRANTIES

4.1

Organization; Required Power and Authority; Qualification

4.2

Equity Interests and Ownership

4.3

Due Authorization

4.4

No Conflict

4.5

Governmental Consents

4.6

Binding Obligation

4.7

Historical Financial Statements

4.8

Projections

4.9

No Material Adverse Change

(i)

4.10

Adverse Proceedings; Commercial Tort Claims

4.11

Payment of Taxes

4.12

Title

4.13

Real Estate Assets

4.14

Environmental Matters

4.15

Status as Senior Indebtedness

4.16

Investment Company Regulation

4.17

Margin Stock

4.18

Employee Matters

4.19

Employee Benefit Plans

4.20

Certain Fees

4.21

Solvency

4.22

Material Contracts

4.23

Compliance with Laws

4.24

Disclosure

4.25

Collateral

4.26

Use of Proceeds

4.27

No Default

4.28

Insurance

4.29

Jurisdiction of Organization; Chief Execution Office; Etc.

4.30

Deposit Accounts and Other Accounts

4.31

Nature of Business

4.32

Intellectual Property

4.33

Indebtedness

4.34

Beneficial Ownership Certification

4.35

ISED Matters

4.36

Export Control Approvals

4.37

Existing Shareholder Loan Agreement

Section 5

AFFIRMATIVE COVENANTS

5.1

Financial Statements and Other Reports and Notices

5.2

Existence

5.3

Payment of Taxes and Claims

5.4

Maintenance of Properties; Permits

5.5

Insurance

5.6

Books and Records

5.7

Inspections

5.8

Lenders Meetings

5.9

Compliance with Laws

5.10

Environmental

5.11

Subsidiaries

5.12

Material Real Estate Assets

5.13

Use of Proceeds

5.14

Further Assurances

5.15

Post-Closing Obligations

5.16

ERISA Compliance

5.17

ESG Policy

5.18

Canadian Pension Plans

5.19

AAI Agreement

Section 6

NEGATIVE COVENANTS

6.1

Indebtedness

6.2

Liens

6.3

Payments and Prepayments of Indebtedness

6.4

Restricted Payments

(ii)

6.5

Burdensome Agreements

6.6

Investments

6.7

Financial Performance Covenants

6.8

Fundamental Changes

6.9

Dispositions

6.10

Investment Company Act

6.11

Transactions with Affiliates

6.12

Conduct of Business

6.13

Permitted Activities of Holdings

6.14

Iridium Agreements; Organizational Documents

6.15

Fiscal Year; Tax Status

6.16

Canadian Defined Benefit Plan

6.17

Existing Shareholder Loan Agreement

6.18

Change in Legal Name or Jurisdiction

6.19

DB Collateral Account

Section 7

GUARANTY

7.1

Guaranty of the Obligations

7.2

Contribution by Guarantors

7.3

Payment by Guarantors

7.4

Liability of Guarantors Absolute

7.5

Waivers by Guarantors

7.6

Guarantors’ Rights of Subrogation, Contribution, Etc.

7.7

Subordination of Other Obligations

7.8

Continuing Guaranty

7.9

Authority of Guarantors or Borrower

7.10

Financial Condition of the Borrower

7.11

Bankruptcy, Etc.

7.12

Discharge of Guaranty Upon Sale of Guarantor

7.13

Keepwell Agreement

7.14

Maximum Liability

Section 8

EVENTS OF DEFAULT

8.1

Events of Default

8.2

Acceleration

8.3

Application of Payments and Proceeds

8.4

Cure Right

100

Section 9

AGENTS

100

9.1

Appointment and Authority

100

9.2

Rights as a Lender

101

9.3

Exculpatory Provisions

101

9.4

Reliance by Agent

102

9.5

Delegation of Duties

103

9.6

Resignation of the Agents; Removal.

103

9.7

Non-Reliance on Agents and Other Lenders

103

9.8

Administrative Agent May File Proofs of Claim

104

9.9

Collateral Documents and Guaranty

104

9.10

[Reserved]

106

9.11

Certain ERISA Matters

106

9.12

Erroneous Payments

107

9.13

Quebec Security

110

Section 10

MISCELLANEOUS

110

10.1

Notices

110

10.2

Expenses

111

10.3

Indemnity; Certain Waivers

112

(iii)

10.4

Set-Off

113

10.5

Amendments and Waivers

113

10.6

Successors and Assigns; Participations

116

10.7

Independence of Covenants

119

10.8

Survival of Representations, Warranties and Agreements

119

10.9

No Waiver; Remedies Cumulative

120

10.10

Marshalling; Payments Set Aside

120

10.11

Severability

120

10.12

Obligations Several; Independent Nature of the Lenders’ Rights

120

10.13

Headings

120

10.14

Governing Law

120

10.15

Consent to Jurisdiction

120

10.16

WAIVER OF JURY TRIAL

121

10.17

Confidentiality

121

10.18

Usury Savings Clause

122

10.19

No Strict Construction

122

10.20

Counterparts; Effectiveness

122

10.21

Integration

122

10.22

No Fiduciary Duty

122

10.23

PATRIOT Act

123

10.24

Judgment Currency

123

10.25

Effect of Benchmark Transition Event

123

10.26

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

125

10.27

Acknowledgement Regarding Any Supported QFCs

125

APPENDICES:

Term Loan Commitments

Notice Addresses

SCHEDULES:

4.2

Equity Interests and Ownership

4.10

Commercial Tort Claims

4.13

Real Estate Assets

4.28

Insurance

4.29

Jurisdictions of Organization

4.30

Deposit Accounts and Other Accounts

4.32

Intellectual Property

4.35

ISED Licenses

4.36

Export Control Approvals

5.15

Post-Closing Obligations

6.1

Certain Indebtedness

6.2

Certain Liens

6.6

Certain Investments

6.11

Affiliate Transactions

10.6

Competitor List

EXHIBITS:

A-1

Form of Funding Notice

A-2

Form of Conversion/Continuation Notice

B-1

Form of Initial Term Loan Note

B-2

Form of Incremental Term Loan Note

Form of Compliance Certificate

D-1

Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

(iv)

D-2

Form of U.S. Tax Compliance Certificate (For Non-US Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

D-3

Form of U.S. Tax Compliance Certificate (For Non-US Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

D-4

Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Form of Assignment and Assumption

Form of Closing Date Certificate

Form of Counterpart Agreement

Form of Solvency Certificate

Form of ESG Questionnaire

Form of Lender Joinder Agreement

(v)

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY

AGREEMENT, dated as of October 10, 2023 (as amended, supplemented, restated or otherwise modified, this “Agreement”),

is entered into by and among AIREON LLC, a Delaware limited liability company (the “Borrower”), AIREON CANADA

LTD., a New Brunswick corporation (the “Canadian Sub”), AIREON HOLDINGS LLC, a Delaware limited liability

company (the “Holdings”), and CERTAIN SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY HERETO, as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO, GLAS USA LLC, a limited liability company organized and existing under the laws of

the State of New Jersey, as administrative agent (in such capacity, together with its permitted successors in such capacity, the “Administrative

Agent”), and GLAS AMERICAS LLC, a limited liability company organized and existing under the laws of the State of New York,

as collateral agent (in such capacity, together with its permitted successors in such capacity, the “Collateral Agent”).

RECITALS:

WHEREAS, capitalized

terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the Lenders

have agreed to extend $175,000,000 aggregate principal amount of Term Loans to be made on the Closing Date, the proceeds of which shall

be used (i) to prepay the existing Amended and Restated Credit Agreement, dated as of June 14, 2021 (the “Existing

Credit Agreement”) by and among the Borrower, the Canadian Sub, Holdings, the lenders party thereto, Deutsche Bank AG, London

Branch, and Deutsche Bank Trust Company Americas, (ii) for a one-time closing date distribution to Iridium in an amount not to exceed

$3,500,000 (the “Closing Date Restricted Payment”) and (iii) to pay transaction costs and expenses incurred in

connection with this Agreement;

WHEREAS, the Guarantors

have agreed to guarantee the obligations of the Borrower hereunder; and

WHEREAS, the Credit

Parties have agreed to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties,

a First Priority Lien on substantially all of their respective assets, subject to the terms and conditions set forth herein and in the

Collateral Documents.

NOW, THEREFORE, in

consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1 DEFINITIONS

AND INTERPRETATION

1.1            Definitions.

The following terms used herein, including in the preamble, recitals, appendices, schedules and exhibits hereto, shall have the following

meanings:

“AAI Agreement”

means that certain agreement for Implementation of Space Based ADS-B [Automatic Dependent Surveillance – Broadcast] Data Services

for the Oceanic Regions of Indian FIRs, dated July 27, 2019, and entered into by Airports Authority of India and the Borrower.

“Administrative Agent”

as defined in the preamble hereto.

“Administrative Questionnaire”

means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Adverse Proceeding”

means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation

or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any

Governmental Authority, domestic or foreign, whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened in

writing against Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

“Affected Financial

Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Lender”

as defined in Section 2.18(a).

“Affected Loans”

as defined in Section 2.18(a).

“Affiliate”

means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified; provided that no Agent or Lender shall be deemed an “Affiliate”

of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Credit Documents.

“Agent”

means each of the Administrative Agent and the Collateral Agent.

“Agent Parties”

as defined in Section 10.1(d)(ii).

“Aggregate Payments”

as defined in Section 7.2.

“Agreement”

as defined in the preamble hereto.

“Aireon Belgium”

means Aireon Belgium, a limited liability private company, with its registered office at 1040 Brussels, Robert Schumanplein 6, Office

#625, VAT BE0695.848.603 and company number (RPR Brussels) 0695.848.603.

“Aireon International”

means Aireon International LLC, a Delaware limited liability company.

“AirNav Member”

means AirNav North Atlantic Inc.

“Aireon System”

shall mean the global air traffic surveillance system using a space-based Automatic Dependent Surveillance Broadcast (ADS-B) network,

owned and operated by one or more of the Credit Parties and hosted on a satellite system owned and operated by Iridium.

“All-In Yield”

means, with respect to any Indebtedness on any date of determination, the yield to maturity, in each case, based on the interest rate

applicable to such Indebtedness on such date (including any interest rate floor) and giving effect to all upfront or similar fees (including

original issue discount where the amount of such discount is equated to interest based on an assumed four-year life to maturity or, if

the actual maturity date falls earlier than four years, the lesser number of years) payable generally with respect to such Indebtedness

(but excluding such upfront or similar fees to the extent they constitute customary arrangement, structuring, underwriting or similar

fees of a type not customarily distributed to Lenders generally).

“AML and Anti-Terrorism

Laws” means all Laws of any jurisdiction in effect from time to time relating to terrorism or money laundering. For the avoidance

of doubt, the term “AML and Anti-Terrorism Laws” shall include, but shall not be limited to, all laws, rules and regulations

of the United States, the United Nations Security Council, the European Union or its Member States, the United Kingdom and His Majesty’s

Treasury, Germany and Canada relating to bribery, corruption, money laundering or terrorist financing, including, without limitation,

Executive Order No. 13224, the PATRIOT Act, the Bank Secrecy Act, 31 U.S.C. section 5311 et seq.; Title III of the USA Patriot Act;

18 U.S.C. section 1956; 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations,

31 C.F.R. Part 103; the United Kingdom Proceeds of Crime Act 2002; and the United Kingdom Money Laundering, Terrorist Financing and

Transfer of Funds (Information on the Payer) Regulations 2017; and Part II.1 of the Criminal Code (Canada), the PCMLTF Act, and all

Laws comprising or implementing these Laws.

“Anti-Corruption

Laws” means all Laws of any jurisdiction in effect from time to time concerning or relating to bribery or corruption, including

without limitation, Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the OECD Convention

on Combating Bribery of Foreign Public Officials in International Business Transactions 1997, the UK Bribery Act of 2010, the Corruption

of Foreign Public Officials Act (Canada) and the Criminal Code (Canada).

“Applicable ECF Percentage”

means for any date of determination, with respect to any Fiscal Year, (a) 100% if the outstanding principal amount of the Term Loans

is more than $87,500,000 and (b) 50% if outstanding principal amount of the Term Loans is equal to or less than $87,500,000.

“Applicable Margin”

means: (a) in respect of SOFR Loans, 6.25%, and (b) in respect of Base Rate Loans, 5.25%; provided, that, after December 31,

2024, Applicable Margin shall be the corresponding percentages per annum set forth below based on the Consolidated Total Leverage Ratio:

Margin Level

Consolidated Total Leverage Ratio

SOFR Loan

Base Rate Loan

> 3.00:1.00

6.25%

5.25%

> 2.50:1.00 but ≤ 3.00:1.00

6.00%

5.00%

≤ 2.50:1.00

5.75%

4.75%

The Applicable Margin shall

be determined and adjusted quarterly on the first Business Day (each a “Calculation Date”) immediately following the

date by which the Borrower provides a Compliance Certificate pursuant to Section 5.1(c) for the most recently ended Fiscal

Quarter of the Borrower; provided, however, that (a) the Applicable Margin shall be based on Margin Level 1 until the first Calculation

Date following receipt of the Compliance Certificate for the Fiscal Quarter ending March 31, 2025 and, thereafter the Margin Level

shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter

of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide a Compliance Certificate when

required by Section 5.1(c), then, upon the request of the Required Lenders, the Applicable Margin shall be based on Margin

Level 1 until such time as an appropriate Compliance Certificate is provided, at which time the Margin Level shall be determined by reference

to the Consolidated Total Leverage Ratio as of the last day of the most recently ended Fiscal Quarter of the Borrower preceding such Calculation

Date.

“Approved Fund”

means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate

of an entity that administers or manages a Lender.

“Assignment and Assumption”

means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially

the form of Exhibit E or any other form approved by the Administrative Agent.

“Augmenting Incremental

Term Loan Lender” as defined in Section 2.2(b)(ii).

“Authorized Officer”

means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer,

president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer; provided

that no individual shall be deemed to be an “Authorized Officer” of any Person unless and until the secretary or assistant

secretary of such Person (or such other Person as may be approved by the Administrative Agent) shall have delivered to the Administrative

Agent an incumbency certificate as to the office of such individual with respect to such Person.

“Available Tenor”

means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a

term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period

pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component

thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark

pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark

that is then-removed from the definition of “Interest Period” pursuant to Section 10.25(b)(iv).

“Bail-In Action”

means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In Legislation”

means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament

and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time

to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the

United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than

through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code”

means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate”

means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the sum of (i) the

Federal Funds Effective Rate in effect on such day, plus (ii) ½ of 1.00%, (c) the sum of (i) the Term SOFR

for an Interest Period of one month commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day),

plus (ii) 1.00%, and (d) 3.00%. If the Administrative Agent shall have determined (which determination shall be conclusive

absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Term SOFR, as the case may be, for any reason,

the Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances

giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective

Rate or the Term SOFR, as the case may be, shall be effective on the effective day of such change in the Prime Rate, the Federal Funds

Effective Rate or the Term SOFR, as applicable.

“Base Rate Loan”

means a Term Loan bearing interest at a rate determined by reference to the Base Rate.

“Base Rate Term SOFR

Determination Day” as defined in the definition of “Term SOFR.”

“Benchmark”

means initially, the Term SOFR Reference Rate; provided that if a replacement of the Benchmark has occurred with respect to the

Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the

extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 10.25.

“Benchmark Replacement”

means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent

for the applicable Benchmark Replacement Date:

(a)            Daily

Simple SOFR, or

(b)            the

sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration

to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant

Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the

then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

provided that, if the

Benchmark Replacement as determined pursuant to clause (a)or (b) above would be less than 2.00%, the Benchmark

Replacement will be deemed to be 2.00% for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement

Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the

spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)

that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation

of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the

applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention

for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark

with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement

Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption

or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition

of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business

Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest

period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,

conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.19 and

other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Borrower) decides may

be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative

Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion

of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration

of any such rate exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Borrower,

is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“Benchmark Replacement

Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)            in

the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the

date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such

Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors

of such Benchmark (or such component thereof); or

(b)            in

the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark

(or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator

of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined

by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor

of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt,

the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with

respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available

Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition

Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)            a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark

(or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is

no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)            a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with

jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator

for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator

for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease

to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the

time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark

(or such component thereof); or

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not,

or as of a specified future date will not be, representative.

For the avoidance of doubt,

a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication

of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component

used in the calculation thereof).

“Benchmark Unavailability

Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such

time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance

with Section 10.25 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for

all purposes hereunder and under any Credit Document in accordance with Section 10.25.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230, as amended, or any successor thereto.

“Beneficiary”

means each Agent, each Lender, and each Eligible Counterparty.

“Benefit Plan”

means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”

as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)

or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”

or “plan”.

“Board of Directors”

means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person, (b) in the case

of any limited liability company, the board of managers or managing members of such Person, (c) in the case of any partnership, the

general partners of such partnership (or the board of directors of the general partner of such Person, if any) and (d) in any other

case, the functional equivalent of the foregoing.

“Board of Governors”

means the Board of Governors of the United States Federal Reserve System.

“Borrower”

as defined in the preamble hereto.

“Borrower Shareholders

Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement dated April 15, 2019 and entered into

by Holdings and the Borrower.

“Business Day”

means (a) any day excluding Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York or is a

day on which banking institutions located in such state are authorized or required by Law or other governmental action to close and (b) with

respect to all notices, determinations, fundings and payments in connection with the Term SOFR or any SOFR Loans, the term “Business

Day” shall mean any day which is a Business Day described in clause (a) and which is also a U.S. Government Securities Business

Day.

“Canadian Benefit

Plan” means any material plan, fund, program, or policy, whether funded or unfunded, insured or uninsured, providing employee

benefits, including such medical, hospital care, dental, sickness, accident, disability, life insurance, retirement or savings benefits,

under which any Credit Party or any Subsidiary of any Credit Party has any liability with respect to any employee or former employee,

but excluding any Canadian Pension Plans and excluding any stock option or share purchase plan that is an employee benefit plan that is

required to be registered under any applicable Canadian federal or provincial employee benefit legislation, whether or not registered

under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute

by, an Credit Party or Subsidiary operating in Canada in respect of any Person’s employment in Canada with such Credit Party or

Subsidiary.

“Canadian Credit

Party” means a Credit Party that is organized under the laws of Canada or any jurisdiction therein.

“Canadian Defined

Benefit Plan” means a “registered pension plan”, as that term is defined in subsection 248(1) of the Income

Tax Act (Canada), which is or was sponsored, administered or contributed to, or required to be contributed to by, any Credit Party or

under which any Credit Party has any actual or potential liability, and which contains a “defined benefit provision”, as defined

in subsection 147.1(1) of the Income Tax Act (Canada).

“Canadian MEPP”

means any plan that is a multi-employer pension plan as defined under the applicable pension standards legislation.

“Canadian Pension

Plans” means any plan, program or arrangement that is a pension plan that is required to be registered under any applicable

Canadian federal or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained or

contributed to by, or to which there is or may be an obligation to contribute by, an Credit Party or Subsidiary operating in Canada in

respect of any Person’s employment in Canada with such Credit Party or Subsidiary, other than any Canadian MEPP or plans established

by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained

by the government of the Province of Quebec.

“Canadian Sub”

as defined in the recitals hereto.

“Canadian Security

Agreement” means the general security agreement, dated the Closing Date, entered into by the Canadian Sub in favor of the Collateral

Agent.

“Canadian Subsidiary

Share Pledge Agreement” means the share pledge agreement, dated the Closing Date, entered between the Borrower and the Collateral

Agent granting the Collateral Agent a First Priority security interest in the shares of the Canadian Sub.

“Capital Lease”

means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity

with GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board, but subject

to Section 1.2), is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital One Control

Agreement” means that certain Deposit Account Control Agreement, dated the Closing Date, and entered into between Capital One,

National Association, the Borrower and the Collateral Agent.

“Cash Equivalents”

means, as at any date of determination, any of the following: (a) United States Dollars, (b) marketable securities (i) issued

or directly and unconditionally guaranteed by the United States Government or (ii) issued by any agency or instrumentality of the

United States the obligations of which are backed by the full faith and credit of the United States, in each case with maturities not

exceeding two years from the date of acquisition; (c) marketable direct obligations issued by any state of the United States of America

or any political subdivision of any such state or any public instrumentality thereof, in each case with maturities not exceeding two years

from the date of acquisition and having, at the time of the acquisition thereof, an investment-grade rating from either Moody’s

or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency); (d) commercial paper or variable

or fixed rate notes issued by a corporation or other Person maturing no more than two years from the date of acquisition and having, at

the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s; (e) certificates of

deposit or bankers’ acceptances with maturities of two years or less from the date of acquisition and issued or accepted by any

Lender or by any commercial bank organized under the Laws of the United States of America or any state thereof or the District of Columbia

that has capital and surplus in excess of $2,000,000,000; (f) repurchase obligations for underlying securities of the types described

in clauses (b, (c) and (e) above entered into with any financial institution or securities dealers of recognized national standing

meeting the qualifications specified in clause (e) above, (g) Indebtedness issued by Persons with a rating of “A”

or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally

recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition, and marketable short-term

money market and similar securities having a rating of at least “A-2” or “P-2” from either S&P or Moody’s

(or reasonably equivalent ratings of another internationally recognized ratings agency), (h) investment funds investing at least

95% of their assets in investments of the types described in clauses (a) through (g) above and (i) below; and (i) Investments

with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof)

or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally

recognized ratings agency).

“Casualty/Condemnation

Event” means (a) any casualty, loss, destruction, damage or taking of any property (or any part thereof by a Governmental

Authority), (b) any condemnation, loss of title, seizure, or taking, by exercise of the power of eminent domain or otherwise, of

any property (or any part thereof), or confiscation of any property (or any part thereof) or the requisition of the use of such property

by a Governmental Authority, or (c) any event that results in the receipt of insurance proceeds (including any covered loss under

an insurance policy that covers or purports to cover the asset subject thereto).

“Change in Law”

means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,

regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation

or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether

or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary,

(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or

issued in connection therewith and (ii) CRD IV all requests, rules, guidelines or directives promulgated by the Bank for International

Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory

authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date

enacted, adopted or issued.

“Change of Control”

means any of the following:

(a)            (i) Iridium

and NAV CANADA, collectively, ceases to beneficially own (within the meaning of Rule 13d-5) under the Exchange Act (as in effect

on the date hereof) and Control, directly or indirectly, a percentage of the aggregate voting or economic power of the issued and outstanding

Equity Interests of Holdings (determined on a fully diluted basis) that is greater than the percentage of the aggregate voting or economic

power of the issued and outstanding Equity Interests of Holdings (determined on a fully diluted basis) beneficially owned and Controlled,

directly or indirectly, by any other individual Person, (ii) at least one seat on the board of directors (or similar governing body)

of Holdings shall cease to be occupied by a Person nominated for election by Iridium, or (iii) the Permitted Investors, taken together,

ceases to beneficially own (within the meaning of Rule 13d-5) under the Exchange Act (as in effect on the date hereof) and Control,

directly or indirectly, at least 51% of the aggregate voting or economic power of the issued and outstanding Equity Interests of Holdings

(determined on a fully diluted basis); or

(b)            at

any time, (i) Holdings ceases to own and Control directly, beneficially or of record, 100% of the issued and outstanding Equity Interests

of the Borrower, or (ii) the Borrower ceases to own and Control directly, beneficially or of record, 100% of the issued and outstanding

Equity Interests of the Canadian Sub, or (iii) the Borrower ceases to own and Control, directly or indirectly, 100% of the issued

and outstanding Equity Interests of Aireon Belgium, Aireon International and any other Subsidiary (other than any Immaterial Subsidiary);

“Change of Control” (or any comparable term or provision) occurs under or with respect to any Material Indebtedness; or

(d)            the

direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or consolidation),

in one or a series of related transactions, of all or substantially all of the properties or assets of the Credit Parties taken as a whole

to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than

another Credit Party.

“Class”,

when used in reference to (a) any Term Loan, refers to whether such Term Loan are Initial Term Loans or Incremental Term Loans, and

(b) any Term Loan Commitment, refers to whether such Term Loan Commitment is an Initial Term Loan Commitment or an Incremental Term

Loan Commitment.

“Closing Date”

means the date of satisfaction or waiver of all conditions precedent under Section 3.2 and the funding of the Initial Term

Loan.

“Closing Date Certificate”

means a Closing Date Certificate substantially in the form of Exhibit F.

“Closing Date Consolidated

Total Leverage Ratio” means 3.20:1.00.

“Closing Date Refinancing”

means the repayment on the Closing Date of the Indebtedness outstanding pursuant to the Existing Credit Agreement.

“Closing Date Restricted

Payment” as defined in the Recitals hereto.

“Code”

means the Internal Revenue Code of 1986, as amended, together with the regulations promulgated thereunder from time to time.

“Collateral”

means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are granted or purported

to be granted pursuant to the Collateral Documents as security for the Obligations, but excluding any Excluded Assets.

“Collateral Agent”

as defined in the preamble hereto.

“Collateral Documents”

means the Pledge Agreement, the Security Agreement, Canadian Security Agreement, the Canadian Subsidiary Share Pledge Agreement, the Mortgages

(if any), the Control Agreements, the Intellectual Property Security Agreements (if any), the Iridium Direct Agreement, and all other

instruments, documents and agreements delivered by or on behalf or at the request of any Credit Party pursuant to this Agreement or any

of the other Credit Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit of the Secured Parties,

a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“Collections”

means, all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental

proceeds, loan proceeds, equity proceeds and tax refunds).

“Commodity Exchange

Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor statute.

“Communications”

as defined in Section 10.1(d)(ii).

“Competitor”

means (a) any Person listed on Schedule 10.6, and (b) any Person which, directly or indirectly, Controls or holds an

aggregate of more than 50% of the voting stock of a Person referred to in clause (a) above.

“Compliance Certificate”

means a Compliance Certificate substantially in the form of Exhibit C.

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated Adjusted

EBITDA” means, for any period, an amount determined for Holdings and its Subsidiaries (or, when reference is made to another

Person, for such other Person and its Subsidiaries) on a consolidated basis equal to:

(a)            Consolidated

Net Income for such period; plus

(b)            to

the extent deducted in determining Consolidated Net Income for such period (other than clause (x)), the sum (without duplication)

of:

(i)            Consolidated

Interest Expense;

(ii)           total

tax expense for taxes based on income, profits or capital gains;

(iii)          total

depreciation expense;

(iv)          total

amortization expense;

(v)           all

non-cash losses, charges and expenses, including any write-offs or write-downs;

(vi)          Transaction

Costs in an aggregate amount not to exceed $13,000,000;

(vii)         accruals,

fees, payments and expenses (including legal, tax, structuring and other costs and expenses) incurred by any Credit Party in connection

with any debt or equity issuance or any refinancing transactions or amendment or other modification of any debt instrument that are payable

to unaffiliated third parties, in each case, incurred for such period solely to the extent attributable to any relevant transaction (regardless

of whether consummated in such period);

(viii)        to

the extent not already included in Consolidated Net Income, proceeds of business interruption insurance received in cash during such period;

(ix)           any

other losses or expenses, each of which are infrequent or unusual in nature (as determined in accordance with GAAP), or nonrecurring cash

losses or expenses, in an amount not to exceed, in the aggregate, together with the add-back in clause (x) below, 10% of Consolidated

Adjusted EBITDA (as calculated after giving effect to all add-backs and deductions pursuant to this definition);

(x)            the

amount of reasonably identifiable, quantifiable and supportable cost savings and cost synergies (excluding revenue synergies) resulting

from Permitted Acquisitions and other operational initiatives, as determined by the Borrower in good faith and subject to receipt by the

Administrative Agent of a written certification of an Authorized Officer of the Borrower that such cost savings and cost synergies are

reasonably likely to be achieved in the immediately succeeding 18-month period following the consummation of any Permitted Acquisition

or the completion of any operational initiative, in an amount not to exceed, in the aggregate, together with the add-back in clause

(ix) above, 10% of Consolidated Adjusted EBITDA (as calculated after giving effect to all add-backs and deductions pursuant to

this definition); minus

the extent included in determining Consolidated Net Income for such period, the sum (without duplication) of:

(i)            total

interest income;

(ii)           total

tax credit for taxes based on income, profits or capital gains;

(iii)          non-cash

gains increasing Consolidated Net Income for such period;

(iv)          any

non-cash charges previously added-back to determine Consolidated Adjusted EBITDA pursuant to clause (b)(v) above to the extent

that, during such period such non-cash charges have become cash charges that are not otherwise added back pursuant to clause (b)(ix) above;

plus or minus

(d)            to

the extent taken into account in the calculation of Consolidated Net Income for such period, the sum (without duplication) of:

(i)            any

after tax gain or loss attributable to Dispositions outside of the Ordinary Course of Business for such period;

(ii)           the

income or loss of any Person for such period attributable to the early extinguishment of any Indebtedness or obligations under any Swap

Contracts or other derivative instruments; and

(iii)          without

duplication of any amount included in the foregoing clauses, any net extraordinary gain or net extraordinary loss for such period; provided

that any extraordinary loss shall be approved in writing by the Administrative Agent (at the direction of the Required Lenders).

For the avoidance of doubt, the Iridium Hosting

Cost Reimbursement Obligations shall not be considered in the calculation of Consolidated Adjusted EBITDA.

“Consolidated Capital

Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as a liability) of Holdings

and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in

“purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Holdings and

its Subsidiaries.

“Consolidated Excess

Cash Flow” means, for any period, an amount (if positive) equal to:

(a)            Consolidated

Adjusted EBITDA for such period (excluding any change in deferred revenue); minus

(b)            the

sum, without duplication, of the following:

(i)            total

tax expense for taxes based on income, profits or capital gains paid in cash during such period (net of tax credits for such period);

plus

(ii)           the

aggregate amount of all scheduled principal payments, prepayments or repurchases of Indebtedness (but in respect of any revolving credit

facility, only to the extent there is an equivalent permanent reduction in commitments thereunder), including principal payments, prepayments

or repurchases of obligations under Capital Leases (excluding any interest expense portion thereof), in each case, paid from Internally

Generated Cash during such period (excluding, for the avoidance of doubt, any payments made using the Retained Available Amount), other

than voluntary payments and prepayments of the Term Loans; plus

(iii)          Consolidated

Interest Expense, to the extent paid in cash during such period (net of interest income for such period); plus

(iv)          the

aggregate amount of Consolidated Capital Expenditures paid from Internally Generated Cash during such period (excluding, for the avoidance

of doubt, any payments made using the Retained Available Amount); plus

(v)           the

aggregate amount of Restricted Payments and Investments paid to third parties pursuant to the terms of this Agreement from Internally

Generated Cash during such period (excluding, for the avoidance of doubt, any payments made using the Retained Available Amount) and not

otherwise deducted in the determination of Consolidated Net Income for such period; plus

(vi)          the

increase, if any, of Consolidated Working Capital at the end of such period as compared to Consolidated Working Capital at the beginning

of such period (or minus the decrease of Consolidated Working Capital at the end of such period as compared to Consolidated Working Capital

at the beginning of such period); plus

(vii)         losses

which are cash items added back in the calculation of Consolidated Adjusted EBITDA; plus

(viii)        the

aggregate amount of non-cash gains or credits increasing Consolidated Adjusted EBITDA for such period (but excluding any such non-cash

gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period); plus

(ix)           at

Borrower’s discretion, an amount that is no greater than: (A) $30,000,000 minus (B) the amount of Liquidity available

as at the end of such period; provided, that, for clarity, if the amount of Liquidity available as at the end of such period is greater

than or equal to $30,000,000, the amount calculated pursuant to this sub-clause (ix) shall equal zero; plus

(x)            at

Borrower’s discretion, the aggregate consideration required to be paid in cash by the Borrower and its Subsidiaries pursuant to

binding contracts, commitments or purchase orders (the “Contract Consideration”), in each case, entered into prior

to the ECF Prepayment Date relating to Permitted Acquisitions, other similar Investments or capital expenditures to be consummated or

made during the Fiscal Year in which such ECF Prepayment Date occurs; provided, that to the extent that the aggregate amount of

Internally Generated Cash used to finance such Permitted Acquisitions, other similar Investments or capital expenditures during such period

of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation

of Consolidated Excess Cash Flow on the next determination date for the calculation of Excess Cash Flow.

“Consolidated Interest

Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance

with GAAP and capitalized interest) of Holdings and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness

of Holdings and its Subsidiaries, including all commissions, discounts, and other fees and charges owed with respect to letters of credit

and net costs under Swap Contracts; provided, that Consolidated Interest Expense shall not include any (i) annual administrative

or collateral agent fees, (ii) Swap Contract termination costs, and (iii) original issue discount or other upfront debt issuance

costs.

“Consolidated Net

Income” means, for any period, an amount equal to the net income (or loss) of Holdings and its Subsidiaries on a consolidated

basis for such period taken as a single accounting period determined in conformity with GAAP; provided that the following shall

be excluded (to the extent otherwise included therein) in determining Consolidated Net Income for such period:

(a)            the

income or loss of any Person in which any other Person (other than Holdings or any of its Subsidiaries) has a joint interest, except to

the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Subsidiaries by such Person during

such period;

(b)            the

income or loss of any Person accrued prior to the date it becomes a Subsidiary of Holdings or is merged or amalgamated into or consolidated

with Holdings or any of its Subsidiaries or that Person’s assets are acquired by Holdings or any of its Subsidiaries;

income of any Subsidiary of Holdings (other than the Borrower or a Guarantor Subsidiary) to the extent that the declaration or payment

of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of the terms of its

Organizational Documents or any Contractual Obligations or pursuant to any Law applicable to that Subsidiary;

(d)            all

net after-tax income, loss, expense or charge from abandoned, closed or discontinued operations and any net after-tax gain or loss on

the disposal of abandoned, closed or discontinued operations (and all related expenses) other than in the Ordinary Course of Business

(as determined in good faith by such Person);

(e)            all

net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions, including the sale or other

disposition of any Equity Interests of any Person, other than in the Ordinary Course of Business (as determined in good faith by such

Person);

(f)             all

net after-tax income, loss, expense or charge attributable to the early extinguishment or cancellation of Indebtedness, Swap Contracts

or other derivative instruments (including deferred financing costs written off and premiums paid);

(g)            the

cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;

(h)            the

effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments

pushed down to the referent Person and its Subsidiaries) resulting from the application of purchase accounting, fair value accounting

or recapitalization accounting, including in relation to the transactions contemplated by this Agreement and any acquisition consummated

before or after the Closing Date (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process

research and development, deferred revenue and debt line items), and the amortization, write-down or write-off of any amounts thereof,

net of taxes; and

(i)             expenses

and lost profits with respect to liability or Casualty/Condemnation Events or business interruption will be disregarded to the extent

covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence

that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount (i) has not been denied by the

applicable carrier in writing and (ii) is in fact reimbursed within 365 days of the date on which such liability was discovered or

such Casualty/Condemnation Event or business interruption occurred (with a deduction for any amounts so added back that are not reimbursed

within such 365-day period); provided that any proceeds of such reimbursement when received to the extent the expense or lost profit reimbursed

was previously disregarded pursuant to this clause (i).

“Consolidated Total

Debt” means, as at any date of determination, (a) the aggregate stated balance sheet amount of all Indebtedness of Holdings

and its Subsidiaries of the type described in clauses (a), (b), (c), (e), (f) and (g) (but

only to the extent that any letter of credit, bankers’ acceptance, bank guarantee, surety bond, performance bond or similar instrument

has been drawn and not reimbursed and is not otherwise cash collateralized) of the definition of the term “Indebtedness” (or,

if higher, the par value or stated face amount of all such Indebtedness) determined on a consolidated basis as of such date in accordance

with GAAP, and (b) without duplication, all guarantees and similar obligations in respect of any of the foregoing; provided,

that, Consolidated Total Debt shall not include Indebtedness of Holdings and Subsidiaries with respect to the Shareholder Subordinated

Financing and the Iridium Hosting Cost Reimbursement Obligation.

“Consolidated Total

Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) (i) Consolidated Total Debt as of

such day, minus (ii) the aggregate amount of Unrestricted Cash on such date to (b) Consolidated Adjusted EBITDA for the

four-Fiscal Quarter period ending on such date.

“Consolidated Working

Capital” means, as at any date of determination, the excess of (a) the total assets of Holdings and its Subsidiaries on

a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, over

(b) the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities

in conformity with GAAP, excluding the current portion of long term debt (including Capital Lease obligations), current interest and current

taxes. In calculating Consolidated Working Capital there shall be excluded the effect of reclassification during the applicable period

of current assets to long term assets and current liabilities to long term liabilities during such period.

“Contractual Obligation”

means, as applied to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract,

undertaking, agreement or other instrument (other than a Credit Document) to which that Person is a party or by which it or any of its

properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors”

as defined in Section 7.2.

“Control”

means the possession, directly or indirectly, of the power to either to direct or cause the direction of the management and policies of

such Person whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Control Agreement”

means a tri-party deposit account, securities account or commodities account control agreement, in each case, in form and substance reasonably

satisfactory to the Collateral Agent, by and among the applicable Credit Party, the Collateral Agent and the depository, securities intermediary,

commodities intermediary or futures intermediary, as applicable, providing to the Collateral Agent “control” of such deposit

account, securities, commodities account or futures account within the meaning of Articles 8 and 9 of the UCC or the STA, as applicable.

For clarity, the Capital One Control Agreement is a Control Agreement.

“Conversion/Continuation

Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation

Notice.

“Conversion/Continuation

Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement”

means a Counterpart Agreement substantially in the form of Exhibit G.

“CRD IV”

means (a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements

for credit institutions and investment firms and amending Regulation (EU No 648/2012) and (b) Directive 2013/36/EU of the European

Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of

credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

“Credit Date”

means the date of a Credit Extension.

“Credit Document”

means any of this Agreement, the Payment Letters, the Notes, if any, each Notice, each Counterpart Agreement, if any, the Collateral Documents,

each Intercreditor Agreement, the Iridium Direct Agreement, and any other agreement, instrument, certificate, letter, report and other

document required to be executed and delivered by a Credit Party pursuant hereto or thereto or otherwise evidencing or securing any Term

Loan or any other Obligation.

“Credit Extension”

means the making of a Term Loan.

“Credit Party”

means the Borrower and each Guarantor.

“Cure Amount”

as defined in Section 8.4(a).

“Cure Expiration

Date” as defined in Section 8.4(a).

“Cure Right”

as defined in Section 8.4(a).

“Cure Right Fiscal

Quarter” as defined in Section 8.4(b).

“Daily Simple SOFR”

means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent

in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”

for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively

feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws”

means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, any province or territory

of Canada or other applicable jurisdictions from time to time in effect.

“Declined Proceeds”

as defined in Section 2.15(d).

“Default”

means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender”

means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Term Loans

within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent

and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent

to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied or waived, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid

by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing

that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing

or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on

such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default,

shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business

Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower

that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting

Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower),

or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief

Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors

or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation

or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided

that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender

or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or

provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs

of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts

or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses

(a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting

Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

“Disposition”

as defined in Section 6.9. “Dispose” and “Disposed” have meanings correlative thereto.

“Disqualified Equity

Interest” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interest into which

it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily

redeemable (other than solely for Equity Interests that are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation

or otherwise, (b) is redeemable or required to be repurchased at the option of the holder thereof or upon the happening or one or

more certain events (other than solely for Equity Interests that are not otherwise Disqualified Equity Interests), in whole or in part,

(c) provides for scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness

or any other Equity Interest that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one days

after the latest applicable Maturity Date as in effect on the date of the issuance of such Equity Interest, except, in the case of clauses

(a) and (b), if as a result of a Change of Control, any other change of control (as such term, or any similar term, is defined in

such Equity Interest) or an asset sale, so long as any rights of the holders thereof upon the occurrence of such a Change of Control,

other change of control or asset sale event are subject to the prior payment in full of all Obligations (other than Remaining Obligations)

and the termination of the Term Loan Commitments.

“Dollars”

and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary”

means a Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ECF Prepayment Date”

as defined in Section 2.14(c).

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of

an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in

clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of

an institution described in clauses (a) or (b) of this definition and is subject to the consolidated supervision of its parent.

“EEA Member Country”

means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority”

means any body, public administrative authority or other Person entrusted with public administrative authority of any EEA Member Country

(including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date”

as defined in Section 3.1.

“Eligible Assignee”

means: (a) any Lender, (b) any Affiliate of a Lender, (c) any Approved Fund, (d) any entity managed, controlled or

advised by, co-invested in a fund with, or otherwise involved in an investment management agreement with a Lender or any Affiliate thereof,

and (e) any Person that meets the requirements to be an assignee under Section 10.6(b).

“Eligible Counterparty”

means the Administrative Agent, any Affiliate of the Administrative Agent, any Lender and any Affiliate of any Lender, in each case, at

the time it provides any Secured Swap Contract.

“Employee Benefit

Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (regardless of whether such

plan is subject to ERISA, but other than any Multiemployer Plan or Foreign Pension Plan) which is sponsored, maintained or contributed

to by, or required to be contributed by, Holdings or any of its Subsidiaries or, solely with respect to such a plan subject to Section 412

of the Code, Section 302 of ERISA or Title IV of ERISA, any of their respective ERISA Affiliates, or with respect to which Holdings

or any of its Subsidiaries has any material liability.

“Enav Member”

means ENAV North Atlantic LLC.

“Environmental Claim”

means any notice of violation, claim, investigation, liability, obligation, action, suit, proceeding, demand, abatement order or other

written notice or order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant

to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material

or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or

harm to health or safety (with respect to exposure to Hazardous Materials), natural resources or the environment.

“Environmental Laws”

means any and all current (as of any date of determination) or future foreign or domestic, federal or state (or any subdivision of either

of them) Laws, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (a) pollution or the

protection of the environment, including those relating to any Hazardous Materials Activity; (b) the generation, use, storage, transportation

or disposal of Hazardous Materials; or (c) occupational safety and health (with respect to exposure to Hazardous Materials), industrial

hygiene, land use or the protection of human, plant or animal health or welfare (in each case with respect to exposure to Hazardous Materials).

“Equity Interests”

means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests,

beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits

or losses, or distributions of assets, of an issuing Person, including any and all warrants, rights or options to purchase or other arrangements

or rights to acquire any of the foregoing, but excluding any debt Securities convertible into such Equity Interests.

“ERISA”

means the Employee Retirement Income Security Act of 1974, and any successor thereto.

“ERISA Affiliate”

means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of

Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which

is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which

that Person is a member; and (c) solely for purposes of Section 412 of the Code, any member of an affiliated service group within

the meaning of Section 414(m) or (o) of the Code of which that Person is a member.

“ERISA Event”

means (a) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued thereunder

with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation);

(b) with respect to any Pension Plan, the failure to meet the minimum funding standard of Section 412 of the Code (whether or

not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under

Section 430(j) of the Code or, with respect to any Multiemployer Plan, the failure to make any required contribution in accordance

with Section 515 of ERISA, or the application for a waiver of the minimum funding standard or an extension of any amortization period,

within the meaning of Sections 412(c) or 431(d) of the Code with respect to any Pension Plan; (c) the provision by the

administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a

distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by an ERISA Party from any Pension Plan

with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Holdings or any of its Subsidiaries

pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan or Multiemployer

Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination

of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on any ERISA Party pursuant

to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) with respect

to a Multiemployer Plan, the withdrawal of any ERISA Party in a complete or partial withdrawal (within the meaning of Sections 4203 and

4205 of ERISA) if there is any potential liability to an ERISA Party therefor, or the receipt by any ERISA Party of notice that such plan

is in insolvency pursuant to Section 4245 of ERISA, or that such plan is to terminate or has terminated under Section 4041A

of ERISA (to the extent such termination will or is likely to result in a liability to an ERISA Party) or under 4042 of ERISA; (h) the

occurrence of an act or omission which could reasonably be expected to give rise to the imposition on an ERISA Party of fines, penalties,

taxes or related charges under Chapter 43 of Title 26 of the Code or under Section 409, Section 502(c), (i) or (l), or

Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of a material claim (other than routine claims

for benefits), suit, action, proceeding, hearing, audit or, to the knowledge of Holdings or the Borrower, investigation against any Foreign

Pension Plan or the assets thereof, Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against an ERISA Party

in connection with any Employee Benefit Plan or Foreign Pension Plan,; (j) receipt from the IRS of notice of the failure of any Pension

Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for

exemption from taxation under Section 501(a) of the Code, or the receipt of the notice of the failure of a Foreign Pension Plan

to qualify for any applicable tax-favored status or to be registered and maintained in good standing with the applicable Governmental

Authority; or (k) the imposition of a lien on the assets of Holdings or any of its Subsidiaries pursuant to Section 430(k) of

the Code or Section 303(k) or Section 4068 of ERISA.

“ERISA Party”

means Holdings, its Subsidiaries or any ERISA Affiliate of the foregoing.

“Erroneous Payment”

has the meaning assigned to it in Section 9.12(a).

“Erroneous Payment

Deficiency Assignment” has the meaning assigned to it in Section 9.12(d)(i).

“Erroneous Payment

Impacted Class” has the meaning assigned to it in Section 9.12(d)(i).

“Erroneous Payment

Return Deficiency” has the meaning assigned to it in Section 9.12(d)(i).

“Erroneous Payment

Subrogation Rights” has the meaning assigned to it in Section 9.12(e).

“ESG Questionnaire”

means the questionnaire attached hereto as Exhibit I hereto.

“EU Bail-In Legislation

Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in

effect from time to time.

“Event of Default”

as defined in Section 8.1.

“Exchange Act”

means the Securities Exchange Act of 1934, and any successor statute.

“Excluded Account”

means accounts of the Credit Parties which (a) are established and used solely as an account for payroll, 401(k), healthcare or other

employee benefit purposes, (b) are zero-balance disbursement accounts through which disbursements are made and settled on a daily

basis with no uninvested balance remaining overnight, (c) are held in a fiduciary capacity, custodial capacity, used solely for withholding

tax, trust or escrow purposes, or established in connection with employee benefit plans in the Ordinary Course of Business or pursuant

to applicable legal requirements, (d) are used exclusively for cash collateral (not for the benefit of the Administrative Agent or

any Lender) to the extent permitted under this Agreement, or (e) do not hold more than $750,000 in the aggregate at any time.

“Excluded Assets”

means:

(a)            any

Real Estate Asset that is not a Material Real Estate Asset;

(b)            any

lease, license, franchise, charter or other governmental authorization, or any other contract or agreement to which any Credit Party is

a party, and any of its rights or interests thereunder or assets subject thereto, if and to the extent that a Lien in favor of the Collateral

Agent is prohibited by or in violation of (A) any applicable Law, or (B) a term, provision or condition of any such lease, license,

charter, governmental authorization, contract or agreement; provided that, in each case, if such applicable Law, term, provision

or condition would be rendered ineffective with respect to the creation or enforcement of such security interest pursuant to the UCC of

any relevant jurisdiction or any other applicable Law (including the United States Bankruptcy Code) or principles of equity, or the consent

of any applicable Person to the granting or enforcement of such Lien in favor of the Collateral Agent has been obtained, then the foregoing

shall not constitute Excluded Assets (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition

shall no longer be applicable; provided further that, to the extent severable, the Collateral Agent’s Lien shall attach immediately

to any portion of such lease, license, charter, governmental authorization, contract, agreement or assets not subject to the foregoing

prohibitions;

licenses or permits or agreements with respect to any Purchase Money Indebtedness (or similar arrangements) to the extent that, and so

long as, a grant of a security interest therein, or in the property or assets that secure the underlying obligations with respect thereto

(i) is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable

Law notwithstanding such prohibition or (ii) would violate or invalidate such lease, license, permit or agreement, or create a right

of termination in favor of, or require the consent of, any other party thereto (other than Holdings or any of its Subsidiaries or any

of their respective Affiliates) (in each case, after giving effect to the relevant provisions of the UCC or other applicable Laws), in

each case, other than the proceeds thereof, and only to the extent that, and for so long, as such limitation on such pledge or security

interest is otherwise permitted under Section 6.5;

(d)            any

intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with

respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein

would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(e)            Excluded

Accounts;

(f)             particular

assets if, and for so long as, in each case, reasonably agreed by the Administrative Agent and the Borrower that the cost of creating

or perfecting such pledges or security interests in such assets exceed the practical benefits to be obtained by the Lenders therefrom;

(g)            motor

vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by filing

of a UCC-1 financing statement; and

(h)            cash

to secure obligations in respect of letters of credit, bankers’ acceptances, bank guarantees or similar arrangements to the extent

such letters of credit, bankers’ acceptances, bank guarantees or similar arrangements are permitted by this Agreement.

Notwithstanding the foregoing,

“Excluded Assets” shall not include proceeds, substitutions or replacements of any Excluded Asset unless such proceeds, substitutions

or replacements would independently constitute Excluded Assets.

“Excluded Subsidiary”

means: (a) Aireon Belgium, and (b) any Subsidiary that is not directly or indirectly wholly-owned by Holdings; provided

that, in each case of (a) and (b), any Investment by the Credit Parties in such Subsidiary shall be limited to Investments made in

reliance on Sections 6.6(n) and 6.6(p) hereof; provided, further, in each case of (a) and

(b), each such Subsidiary shall cease to be an Excluded Subsidiary if a Credit Party causes such Subsidiary to guarantee or grant security

in connection with Indebtedness incurred by a Credit Party; provided, further, that, Aireon Belgium shall cease to be an

Excluded Subsidiary if it is party to a Material Contract.

“Excluded Swap Obligation”

means, with respect to any Guarantor at any time, any Swap Contract, if, and to the extent that, all or a portion of the guarantee of

such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Contract (or any guarantee thereof) is illegal

at such time under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application

or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible

contract participant” as defined in the Commodity Exchange Act. If a Swap Obligation arises under a master agreement governing more

than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee

or security interest is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures

Trading Commission (or the application or official interpretation of any thereof).

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a

Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each

case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case

of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or

(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable

to or for the account of such Lender with respect to an applicable interest in a Term Loan or Term Loan Commitment pursuant to a law in

effect on the date on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment (other than pursuant

to an assignment request by the Borrower under Section 2.23) or (ii) such Lender changes its lending office, except in

each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes

attributable to such Recipient’s failure to comply with Section 2.20(g) and (d) any U.S. federal withholding

Taxes imposed under FATCA.

“Executive Order

No. 13224” means that certain Executive Order No. 13224, effective September 24, 2001, as the same has been,

or shall hereafter be, renewed, extended, amended or replaced.

“Existing Credit

Agreement” as defined in the recitals hereto.

“Existing Shareholder

Loan Agreement” means that certain Subordinated Loan Agreement, dated December 31, 2019, and entered into inter alios

the Borrower and each Sponsor.

“Extraordinary Receipts”

means any cash received by Holdings or any of its Subsidiaries not in the Ordinary Course of Business (and not consisting of proceeds

from Dispositions and Casualty/Condemnation Events described in Sections 2.14(a) or the proceeds from issuance of Indebtedness

described in Section 2.14(b) hereof) with respect to: (a) cash proceeds of any Material Contract Claims, and (b) indemnity

payments received in connection with any Permitted Acquisition permitted under this Agreement, in each case of (a) and (b), other

than to the extent such payments are (i) payable to a Person that is not Holdings or any of its Subsidiaries or (ii) received

by Holdings or any of its Subsidiaries as reimbursement for any costs previously incurred or any payment previously owed by such Person.

“Facility”

means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned,

leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors.

“Fair Share”

as defined in Section 7.2.

“Fair Share Contribution

Amount” as defined in Section 7.2.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and

any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection

with the implementation of such sections of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to

such intergovernmental agreement.

“Federal Flood Insurance”

means federally backed Flood Insurance available under the NFIP to owners of real property improvements located in Special Flood Hazard

Areas in a community participating in the NFIP.

“Federal Funds Effective

Rate” means for any day, the rate per annum (expressed, as a decimal) equal to the weighted average of the rates on overnight

Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York

on the Business Day next succeeding such day; provided that, (a) if such day is not a Business Day, the Federal Funds Effective

Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business

Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day

shall be the average rate charged to the Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined

by the Administrative Agent.

“FEMA”

means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the NFIP.

“Financial Officer

Certification” means, with respect to the financial statements for which such certification is required, the certification of

the chief financial officer (or comparable officer) of Holdings or Borrower that such financial statements fairly present, in all material

respects and taken as a whole, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their

operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Financial Performance

Covenants” means the covenants set forth in Section 6.7.

“Financial Plan”

as defined in Section 5.1(f).

“First Priority”

means, (a) with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document that does not constitute

Equity Interests, that such Lien is prior in right to any other lien thereon, other than Permitted Liens permitted under Sections 6.2(b),

(c), (d), (e), (f), (h), (i) and (j), or, which as a matter of law have priority

over, the Liens on such Collateral created pursuant to the relevant Collateral Documents and (b) with respect to any Lien purported

to be created in any Collateral pursuant to any Collateral Document that constitutes Equity Interests, that such Lien is prior in right

to any other lien thereon, other than Permitted Liens under Sections 6.2(b), (c) or (f) or Liens which

as a matter of law have priority over the Liens on such Collateral created pursuant to the relevant Collateral Documents.

“Fiscal Quarter”

means a fiscal quarter of any Fiscal Year.

“Fiscal Year”

means the fiscal year of Holdings and its Subsidiaries ending on December 31 of each calendar year.

“Flood Insurance”

means, for any Material Real Estate Asset located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance reasonably

satisfactory to the Administrative Agent, in either case, that (a) meets the requirements set forth by FEMA in its Mandatory Purchase

of Flood Insurance Guidelines, (b) shall include a deductible not to exceed $50,000 or such higher amount reasonably acceptable to

the Collateral Agent and (c) shall have a coverage amount equal to the lesser of (i) the “replacement cost value”

of the buildings and any personal property Collateral located on the Material Real Estate Asset as determined under the NFIP or (ii) the

maximum policy limits set under the NFIP.

“Flood Notice”

as defined in Section 5.12(a)(iv)(B).

“Flow of Funds Memorandum”

as defined in Section 3.1(e).

“Foreign Lender”

means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,

a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“Foreign Pension

Plan” means any plan, fund (including any superannuation fund) or other similar program established or maintained outside of

the United States by Holdings or any of its Subsidiaries primarily for the benefit of employees of Holdings or any of its Subsidiaries

residing outside of the United States that provides, or results in, retirement income, a deferral of income in contemplation of retirement

or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial

loans and similar extensions of credit in the ordinary course of its activities.

“Funding Guarantor”

as defined in Section 7.2.

“Funding Notice”

means a notice substantially in the form of Exhibit A-1.

“GAAP”

means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting

principles in effect as of the date of determination thereof.

“Governmental Authority”

means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether state,

provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other

entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government

(including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization”

means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Granting Lender”

as defined in Section 10.6(e)(ii).

“Grantor”

as defined in the Security Agreement or the Canadian Security Agreement, as applicable.

“Guaranteed Obligations”

as defined in Section 7.1.

“Guarantor”

means Holdings and each Guarantor Subsidiary.

“Guarantor Subsidiary”

means a Subsidiary of Holdings that is a party hereto as a “Guarantor” as of the Closing Date or following the Closing Date

in accordance with Section 5.11.

“Guaranty”

means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials”

means any chemical, material or substance, which is prohibited, limited or regulated by any Governmental Authority, could result in liability

under any Environmental Law or may or could pose a hazard to human, animal or plant health or safety or to the environment or natural

resources, including any per- and polyfluoroalkyl substances.

“Hazardous Materials

Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including

the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement,

generation, transportation, processing, construction, treatment, investigation, abatement, removal, remediation, disposal, disposition

or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Highest Lawful Rate”

means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under

the Laws applicable to any Lender which are presently in effect or, to the extent allowed by Law, under such applicable Laws which may

hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable Laws now allow.

“Historical Financial

Statements” means as of the Closing Date, the audited financial statements of Borrower and its Subsidiaries, for the immediately

preceding three Fiscal Years.

“Holdings”

as defined in the preamble hereto.

“Holdings Shareholders

Agreement” means the Second Amended and Restated Limited Liability Company Agreement of Holdings dated as of June 3, 2022,

and entered into by inter alios Holdings and the Sponsors.

“Immaterial Subsidiary”

means any Subsidiary of Holdings that has (i) an individual asset value of less than $500,000 and (ii) when taken together with

all other Immaterial Subsidiaries, collectively, has an aggregate asset value of less than $1,500,000.

“Increasing Incremental

Term Loan Lender” as defined in Section 2.2(b)(ii).

“Incremental Facility

Effective Date” as defined in Section 2.2(b)(i).

“Incremental Facility

Notice” as defined in Section 2.2(a).

“Incremental Term

Loan Commitment” as defined in Section 2.2(a).

“Incremental Term

Loan Facility” as defined in Section 2.2(a).

“Incremental Term

Loan Lenders” as defined in Section 2.2(b)(ii).

“Incremental Term

Loans” as defined in Section 2.2(a).