Supplement

0004-EX-AU-2015 Text Documents

LightSquared Subsidiary LLC, Debtor-in-Possession

2015-05-26ELS_162747

By Electronic Mail May 22, 2015

Ms. Marlene H. Dortch
Secretary
Federal Communications Commission
445 12th Street SW
Washington, DC 20554

Attn: Chief, International Bureau

Re: Supplement to

Petition of LightSquared Subsidiary LLC for Determination of the
Public Interest Under Section 310(b)(4) of the Communications Act of
1934, As Amended
IB File No. ISP-PDR-20150406-00002

In the Matter of LightSquared Subsidiary LLC, Debtor-in-Possession,
Assignor and LightSquared Subsidiary LLC, Assignee, Consolidated
Application for Consent to Assign Blanket Domestic and International
Section 214 Authority
ITC-ASG-20150406-00084, WC Docket No. ____

The Applications Set Forth on Attachment A Hereto
ITC-ASG-20150406-00084
SAT-ASG-20150406-00017
SAT-ASG-20150409-00021
SES-ASG-20150406-00191
SES-ASG-20150406-00192
0006726911
0004-EX-AU-2015

Dear Ms. Dortch:

LightSquared Subsidiary LLC (“Petitioner”), by undersigned counsel, hereby submits
this supplement 1 to the above-referenced Petition for Declaratory Ruling (the “Petition”) and the

1LightSquared also submitted a supplement in this matter on April 24, 2015. To the extent this
supplement updates information provided in the April supplement, this supplement supersedes
information provided in the April supplement.

Ms. Marlene H. Dortch
May 22, 2015
Page 2

Emergence Applications, 2 further to the discussions of May 5, 2015, among Petitioner’s counsel,
counsel to the New Investors, and Commission staff.

Petitioner further supplements the Petition as follows:

I. Additional Information Regarding Fortress

First, Fortress confirms that Fortress Credit Opportunities Advisors LLC, the Fortress
entity that is party to the Modified Second Amended Joint Plan Pursuant to Chapter 11 of
Bankruptcy Code, is ultimately owned and controlled by Fortress Investment Group LLC and
therefore affiliated with the Fortress entities included in the proposed New LightSquared LLC
ownership.

Second, Petitioners attach hereto a revised Chart C-1, depicting the Post-Reorganization
LightSquared. This chart corrects Chart C-1 to reflect that Fortress will hold a 16.29-26.2%
equity interest in New LightSquared.

Third, Commission staff sought clarification regarding the ownership interests of
Fortress entities depicted in chart C-3. Petitioners attach a new Chart C-3, which clarifies that
Fortress Credit Advisors LLC is the non-member manager of CF LSQ C Holdings LLC, LSQ
Acquisition Co LLC, and LSQ Acquisition Co UST LLC and holds all of the voting interests in
these entities, but no equity interests in these entities (or, as a result, in New LightSquared
LLC). Similarly, FIG LLC, which controls Fortress Credit Advisors LLC, does not hold any
equity interests in New LightSquared LLC.

II. Additional Information Regarding JPMC&Co.

Commission staff sought clarification regarding the ownership interests of JPMorgan
Chase & Co. (“JPMC&Co.”) depicted in Chart C-2. Petitioners provide a new Chart C-2, which
clarifies the equity interests held by JPMC&Co. and its affiliates. Reorganized TMI
Communications Delaware, Limited Partnership (“RTMI”) holds a 4.68 to 9.00% equity interest
in New LightSquared, and Reorganized LightSquared Investors Holdings Inc. (“RLIHI”) holds a
16.58 to 31.91% equity interest in New LightSquared. In addition, RLIHI holds 100% of the
equity of RTMI and SkyTerra Rollup Sub LLC is the general partner in RTMI. As a result,
SkyTerra Rollup Sub LLC directly (as the general partner), and SkyTerra Rollup LLC indirectly
(as the parent of SkyTerra Rollup Sub LLC), hold voting interests in New LightSquared through
their control of RTMI, but do not hold any equity interests.

In addition, the Emergence Applications explain that prior to the Effective Date of the
Plan, SIG will transfer its interest in LightSquared Inc. to JPMBDH and, as a result of
conversion of these pre-existing equity claims, JPMBDH will own 100% of the equity in, and
control, RLI. It should be noted, however, that JPMC&Co. is considering holding the direct
ownership interest in Reorganized LightSquared Inc. (“RLI”) in a wholly-owned U.S. subsidiary
of JPMBDH and converting RLI from a corporation to a limited liability company and
subsequently merging it into JPMBDH or the subsidiary. These changes may require that SIG
own RLI on emergence from bankruptcy until such conversion and merger are implemented.

2 Capitalized terms not otherwise defined herein have the meanings set forth in the Petition.

Ms. Marlene H. Dortch
May 22, 2015
Page 3

These changes would have no effect on the ultimate ownership and control of RLI or
JPMC&Co.’s interest in New LightSquared. Updated information will be provided should
JPMC&Co. decide to implement these changes.

III. Additional Information Regarding Centerbridge

Commission staff asked for confirmation on who controls Centerbridge. In the petition
for declaratory ruling (“PDR”), the term “Centerbridge” is defined as “Centerbridge Partners,
L.P., on behalf of certain funds managed by its affiliates.” In response to the inquiry,
Centerbridge confirms that, together, Jeffrey Aronson and Mark Gallogly, each a U.S. citizen,
ultimately control Centerbridge, with each having 50% voting control. Messrs. Aronson and
Gallogly will have ultimate control over appointing one member to the New LightSquared
Board.

In addition, Centerbridge hereby notifies the Commission that it will substitute the
investment vehicle, CCP II AIV Light, L.P. (“AIV Light”), with the entity CCP II AIV II, L.P.
(“AIV II”), a Delaware limited partnership. Therefore, all references in the PDR to CCP II AIV
Light, L.P. should be replaced with CCP II AIV II, L.P. As previously disclosed to the
Commission, Centerbridge Capital Partners II, L.P. (“CCP II”) is permitted to cause its limited
partners to invest through “Alternative Vehicles” in light of tax, legal, regulatory or similar
matters. CCP II strives to reduce the number of such Alternative Vehicles, as each such
Alternative Vehicle has inherent costs, including organizational expenses and ongoing tax and
accounting expenses; CCP II therefore seeks to group investments of a similar nature in a single
Alternative Vehicle. After further reviewing the tax characteristics of the LightSquared
investment, CCP II has determined that the characteristics of such investment are similar to
investments made through AIV II, and therefore would like to make such investment through
AIV II rather than through AIV Light, as previously proposed. In all respects the disclosures
made relating to AIV Light are applicable to AIV II; in particular, like AIV Light, AIV II is a
Delaware limited partnership, its partners are insulated in the same manner as AIV Light and
has the same beneficial owners (who own AIV II in the same proportion as AIV Light).

IV. Additional Information Regarding Harbinger

Petitioner supplements the Petition by substituting the following paragraphs for the
paragraphs on pages 15-18 of the Petition that identify Harbinger interests pursuant to Sections
1.991(f) and (g) of the Commission’s rules:

In accordance with Sections 1.991(f) and (g) of the Commission’s rules,
Harbinger states that Harbinger’s indirect interest in New LightSquared (calculated per
the Commission’s “multiplier” principles) will be held through the following entities or
individuals: 3

3 The interests in New LightSquared that follow have been calculated by multiplying the entities’ and
individual’s interests in HGW US by HGW US’s 26.64% to 44.45% equity interest and 100% voting
interest in New LightSquared.

Ms. Marlene H. Dortch
May 22, 2015
Page 4

(1) HGW Holding Company, L.P. (“HGW Cayman”), a Cayman Islands
limited partnership whose principal business is acting as a holding company,
holds a 99.9% non-insulated limited partnership interest in HGW US and a direct
equity interest of 99.9% and voting interest of 100% 4 in HGW US. HGW Cayman
will have an indirect equity interest of 26.61 to 44.41% 5 and voting interest of
100% in New LightSquared.

(2) HGW GP, Ltd. (Cayman), a Cayman Islands Exempted Company 6 whose
principal business is acting as General Partner of HGW Cayman, holds a 0.1%
general partnership interest in HGW Cayman, and an indirect equity interest of
0.1% and voting interest of 100% in HGW US. HGW GP, Ltd. (Cayman) Cayman
will have an indirect equity interest of less than 0.1% and voting interest of 100%
in New LightSquared.

(3) HGW US GP Corp. (Delaware), a Delaware corporation whose principal
business is acting as General Partner of HGW US, holds a 0.1% general
partnership interest in HGW US, and an equity interest of 0.1% and voting
interest of 100% in HGW US. HGW US GP Corp will have an indirect equity
interest of less than 0.1% and voting interest of 100% in New LightSquared.

(4) Philip A. Falcone, a U.S. citizen, holds a 100% voting interest in HGW US 7
(he wholly owns HGW GP, Ltd. (Cayman), which in turn wholly owns HGW US
GP Corp. (Delaware), which is the sole general partner of HGW US). Mr. Falcone
also (i) controls four of the five entities that have limited partnership interests in
HGW Cayman; and (ii) controls the General Partner of the fifth entity, the Global
Opportunities Breakaway Fund, L.P.; but (iii) liquidators have been appointed by
a Cayman Islands court to sell off the fifth entity’s assets and wind up its
existence. Mr. Falcone holds a 3.1% indirect equity interest in HGW US. 8 Mr.

4 Based on the FCC’s treatment for multiplier purposes of HGW Cayman’s non-insulated limited
partnership interest in HGW US.
5 Equity percentage interests in New LightSquared are subject to change depending on the relative values

of New LightSquared’s Common Units and Preferred Units. To cover all possible relative values, equity
interests in New LightSquared have been expressed as a range in which one end of the range is based on
an assumption that the Preferred Units represent 100% of the value of New LightSquared and the other
end of the range is based on an assumption that the Common Units represent 100% of the value of New
LightSquared.
6 A Cayman Islands “exempted company” is a type of corporation the objects of which are to be carried out

mainly outside the Cayman Islands.
7 Given that Mr. Falcone already is deemed to have a 100% voting interest in New LightSquared, no

separate calculations have been made as to his voting interests in intermediate entities.
8 Mr. Falcone: (1) is the sole member of Global Opportunities Breakaway MM, L.L.C., which holds a 0.3%

insulated limited partnership interest in HGW Cayman; (2) holds a less than 0.1% equity interest in the
Global Opportunities Breakaway Fund, L.P., which holds a 2.9% insulated limited partnership interest in
HGW Cayman; (3) holds an 8.13% indirect equity interest in the Credit Distressed Blue Line Master Fund,
Ltd., which holds a 1.6% insulated limited partnership interest in HGW Cayman; (4) is the sole owner of
Harbinger Holdings, LLC, whose interests are described in item (15), below; and (5) holds a 100% equity
(continued…)

Ms. Marlene H. Dortch
May 22, 2015
Page 5

Falcone will have an indirect equity interest of 0.83 to 1.38% and voting interest
of 100% in New LightSquared.

(5) Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), a
Cayman Islands Exempted Company whose principal business is acting as an
investment fund, holds a 70.1% insulated limited partnership interest in HGW
Cayman, an indirect equity and voting interest in HGW US of 70.1%, and an
indirect equity interest of 18.66 to 31.33% and voting interest of 70.1% in New
LightSquared.

(6) Harbinger Capital Special Situations Fund, L.P. (the “Special Situations
Fund”), a Delaware limited partnership whose principal business is acting as an
investment fund, holds a 25% insulated limited partnership interest in HGW
Cayman, an indirect equity and voting interest in HGW US of 25 %, and an
indirect equity interest of 6.65 to 11.1% and voting interest of 25% in New
LightSquared.

(7) Harbinger Class PE Holdings (Cayman), Ltd. (“Harbinger Class PE”), a
Cayman Islands Exempted Company whose principal business is acting as a
special purpose vehicle, holds a 23.86 % interest in the Master Fund, an indirect
equity and voting interest in HGW US of 16.73%, and an indirect equity interest
of 4.46 to 7.44% and voting interest of 16.73%.in New LightSquared.

(8) Harbinger Capital Partners Intermediate Fund I, Ltd. (“Harbinger
Intermediate I”), a Cayman Islands Exempted Company whose principal business
is acting as an intermediate fund, holds a 50.83 % interest in the Master Fund, an
indirect equity interest of 35.63% and voting interest of 70.1% in HGW US , and
an indirect equity interest of 9.49 to 15.84 % and voting interest of 70.1% in New
LightSquared.

(9) Harbinger Capital Partners Offshore Fund I, Ltd. (“Harbinger Offshore
I”), a Cayman Islands Exempted Company whose principal business is acting as a
feeder fund, holds a 15.39% interest in Harbinger Class PE, which holds a 23.86%
interest in the Master Fund, 9 and directly and indirectly holds a 77.14% interest
in Harbinger Intermediate I, which holds a 50.83% interest in the Master Fund.
Harbinger Offshore I’s holds a total indirect equity interest of 30.06% and voting
interest of 70.1% in HGW US, and an indirect equity interest of 8.01 to 13.36%
and voting interest of 70.1% in New LightSquared.

(10) Harbinger Capital Partners GP, L.L.C. (“Harbinger Capital Partners GP”)
is a Delaware limited liability company whose principal business is acting as a
General Partner. Through its interests in multiple Harbinger funds (none of
which individually has a direct and/or indirect interest in HGW US of 10% or
more), Harbinger Capital Partners GP has a total indirect equity interest of 0.17%

interest in Harbinger Capital Partners Special Situations GP, L.L.C., whose interests are described in item
(16), below.
9 As stated above, the Master Fund holds a 70.1% insulated limited partnership interest in HGW Cayman.

Ms. Marlene H. Dortch
May 22, 2015
Page 6

and a voting interest of 11.07% in HGW US, and an indirect equity interest of
0.05 to 0.08% and voting interest of 11.07% in New LightSquared.

(11) Excluding certain equity-like liabilities of Harbinger Offshore I (relating
to deferred fees), Alford Investment Strategies Ltd. (“Alford”), a Cayman Islands
Exempted Company whose principal business is acting as a holding company,
holds a 33.17% equity interest in Harbinger Offshore I, which has an indirect
equity interest of 30.06% and voting interest of 70.1% in HGW Cayman, and a
7.35% indirect interest in the Credit Distressed Blue Line Master Fund, Ltd.,
which has an insulated 1.6% limited partnership interest in HGW Cayman.
Alford has a total indirect equity interest of 10.09% and voting interest of 23.37%
in HGW US through these entities, and has a total indirect equity interest of 2.69
to 4.49% and voting interest of 23.37% in New LightSquared through these
entities. 10

Including those equity-like liabilities of Harbinger Offshore I, Alford
holds a 9.38% interest in Harbinger Offshore I, which has an indirect equity
interest of 30.06% and voting interest of 70.1% in HGW Cayman, and a 7.35%
indirect interest in the Credit Distressed Blue Line Master Fund; Ltd., which has
an insulated 1.6% limited partnership interest in HGW Cayman. Including these
liabilities, Alford has a total indirect equity interest of 2.94% and voting interest
of 6.70% in HGW US through these entities and has a total indirect equity
interest of 0.78 to 1.31% and voting interest of 6.70% in New LightSquared
through these entities.

(12) Abu Dhabi Investment Council (“ADIC”) is a government institution of
Abu Dhabi, an emirate of the U.A.E. ADIC holds a 100% interest in Alford (see
above). Accordingly, if the equity-like liabilities of Harbinger Offshore I are
excluded, ADIC’s total indirect equity interest in New LightSquared (combining
Alford’s indirect interest in New LightSquared held through Harbinger with
Alford’s direct interest in New LightSquared) is 4.49 to 8.94%, and ADIC’s total
indirect voting interest in New LightSquared is 29.62%. 11

(13) Harbinger Capital Partners Special Situations Offshore Fund, L.P.
(“Special Situations Offshore”), a Cayman Islands limited partnership whose
principal business is acting as a feeder fund, holds a 64.08% insulated limited
partnership interest in the Special Situations Fund, an indirect equity and voting
interest in HGW US of 16.02%, and an indirect equity interest of 4.27 to 7.12%
and voting interest of 16.02% in New LightSquared.

10 Separate from its indirect interest in New LightSquared held through Harbinger, Alford will directly
hold insulated New LightSquared Series C Preferred Units constituting 6.25% of the New LightSquared
Preferred Units and 0% of the New LightSquared Common Units. Accordingly, if the equity-like liabilities
of Harbinger Offshore I are excluded, Alford’s total equity interest in New LightSquared (combining
Alford’s indirect interest in New LightSquared held through Harbinger with its direct interest in New
LightSquared) is 4.49 to 8.94% and its total voting interest in New LightSquared is 29.62%.
11 See supra n.10.

Ms. Marlene H. Dortch
May 22, 2015
Page 7

(14) Harbinger Capital Partners Special Situations Offshore GP, L.L.C.
(“Special Situations Offshore GP”) is a Delaware limited liability company whose
principal business is acting as General Partner of Special Situations Offshore.
Special Situations Offshore GP holds no equity in Special Situations Offshore.
Special Situations Offshore GP holds an indirect voting interest in HGW US of
16.02% and an indirect voting interest of 16.02% in New LightSquared

(15) Harbinger Holdings, LLC (“Harbinger Holdings”) is a Delaware limited
liability company whose sole member is Philip A. Falcone and whose principal
business is acting as Managing Member or Manager of various Harbinger
entities. Specifically, Harbinger Holdings is the 100% Managing Member of
Special Situations Offshore GP; 50% voting Manager (no equity) of Special
Situations GP (defined below); and 50% voting Manager (no equity) of Harbinger
Capital Partners GP. Harbinger Holdings holds an indirect voting interest in
HGW US of 36.07% and an indirect voting interest of 36.07% in New
LightSquared. 12

(16) Harbinger Capital Partners Special Situations GP, L.L.C. (“Special
Situations GP”), a Delaware limited liability company whose principal business is
acting as General Partner of the Special Situations Fund, holds a 9.6 % General
Partner interest in the Special Situations Fund. Special Situations GP holds an
indirect equity interest of 2.4% and voting interest of 25% in HGW US and an
indirect equity interest of 0.64 to 1.07% and voting interest of 25% in New
LightSquared.

Chart C-5 of the Petition should be replaced with Chart C-5 as attached hereto.

V. Clarification Regarding Public Interest Benefits

In the Emergence Applications, Petitioners stated that “New Investors do not hold any
significant wireless or satellite assets or licenses.” 13 FCC staff asked for greater clarity on the
definition of “significant” in this statement. Petitioners clarify that a 10% interest or greater
standard is used for purposes of determining whether an interest in a satellite or wireless
company is “significant.” 14

VI. Confirmation on Common Units and Bulk of Equity

12 Harbinger Holdings, LLC is also the 50% voting Manager (no equity) of Harbinger Capital Partners
LLC, which is the Investment Manager for (but holds no equity in) the Master Fund and a number of
funds that hold direct and indirect interests in the Master Fund.
13 See, e.g., Consolidated Application for Consent to Assign Blanket Domestic and International Section

214 Authority, File No. ITC-ASG-20150406-00084, at 17 (filed Apr. 6, 2015).
14 Fortress has an 80% interest in Springleaf Finance, Inc. (“Springleaf”), a consumer finance company

that holds one non-common carrier VSAT authorization. Springleaf uses the facilities authorized by the
VSAT authorization for internal communications purposes, including to manage, distribute and collect
information among its headquarters and its branch offices and to facilitate the administration of lending,
financing and other credit transactions with its customers. As such, Fortress submits that Springleaf
should not be considered a satellite or wireless telecommunications company.

Ms. Marlene H. Dortch
May 22, 2015
Page 8

Petitioners confirm that all of the Common Units and the bulk of equity in New
LightSquared will be held by the New Investors or their affiliates, as stated on Page 4 of the
Petition for Declaratory Ruling.

FCC staff asked for information on the number of common and preferred units that will
be issued upon emergence from bankruptcy. Although the precise number of common and
preferred units that will be issued at emergence from bankruptcy has not yet been finalized,
Attachment 3 provides a chart of the distribution of Common and Preferred Units.

Specifically, the second column of the chart in Attachment 3 provides the percentage of
common units that will be held by each of the members of New LightSquared holding Common
Units. The Common Units will be distributed according to the percentages set forth therein.
For example, if 10,000 Common Units are issued, LSQ Acquisition Co LLC will receive 2,620
Common Units. As noted above, 100% of the Common Units will be held by the New Investors
or their affiliates. The common units will be distributed according to the percentages set forth
therein. For example, if 10,000 common units are issued, LSQ Acquisition Co LLC will receive
2,620 units. As noted above, 100% of the Common Units will be held by the New Investors or
their affiliates.

Pursuant to the Plan, the distribution of the Preferred Units will be based on claims and
equity interests held in the bankruptcy proceeding and new money investments in or
contributions to the company. Specifically, there will be $753.6 million of Preferred Series A-1
Preferred Units, $146.2 million of Series A-2 Preferred Units, $130.5 million of Series B
Preferred Units, and $289.0 million of Series C Preferred Units. 15 The breakdown of the
distribution of the Preferred Units for the various classes is shown in Attachment 3. Again, it
has not yet been determined how many units will be issued based on those dollar values.

VII. Clarification Regarding Services Provided Under Domestic 214 Authority
LightSquared provides satellite voice and data services (<256 kbps) over the SkyTerra-1
(U.S.), AMSC-1 (U.S.) and MSAT-1 (Canada) satellites. These services are provided nationwide.
LightSquared no longer provides services directly to end users. However, the mobile earth
terminals used for voice and data services provided over the LightSquared network continue to

15The values provided herein are based on a December 15, 2015 emergence date. In addition,
pursuant to Section IV.B.2(d)(iv) of the Plan, RLIHI and RTMI have the option to exchange all
or a portion of their Series A-1 Preferred Units into Series A-2 Preferred Units or Series C
Preferred Units. These exchanges, if made, would not affect the total preferred equity held by
RLIHI or RTMI (or any other member) in New LightSquared, but would change their (and the
other holders’) percentage holdings within any affected classes of the Preferred Units.

Ms. Marlene H. Dortch
May 22, 2015
Page 9

be authorized under two common carrier licenses (E980179 and E930367), and LightSquared’s
continuing Section 214 authorization allows it to offer such services on a common carrier basis.

Respectfully submitted,

___ /s/

Gerard J. Waldron
Michael Beder
Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, DC 20001-4956
gwaldron@cov.com
mbeder@cov.com

Counsel to LightSquared
Subsidiary LLC
Attachments

Supplemental Attachment 1

LightSquared License Authorizations

Section 214 Authorizations

Licensee Emergence Application File Number
LightSquared Subsidiary LLC ITC-ASG-20150406-00084

Space Station Authorizations

Licensee Call Sign Emergence Application File Number
LightSquared Subsidiary LLC S2358 SAT-ASG-20150406-00017
LightSquared Subsidiary LLC, AMSC-1 SAT-ASG-20150409-00021
Debtor-in-Possession

Earth Station Authorizations

Licensee Call Sign Station Class Emergence Application File
Number
LightSquared Subsidiary LLC E080030 Fixed-T/R SES-ASG-20150406-00192
E080031 Fixed-T/R SES-ASG-20150406-00192
LightSquared Subsidiary LLC E930124 Fixed-T/R SES-ASG-20150406-00192
LightSquared Subsidiary LLC E100051 Fixed-T/R SES-ASG-20150406-00192
LightSquared Subsidiary LLC E980179 Mobile SES-ASG-20150406-00191
LightSquared Subsidiary LLC E930367 Mobile SES-ASG-20150406-00191
LightSquared Subsidiary LLC, E130161 Fixed-T/R SES-ASG-20150406-00192
Debtor-in-Possession

Wireless Authorizations

Licensee Call Sign Station Class Emergence Application File
Number
LightSquared Subsidiary WQHL596 IG - 0006726911
LLC, Debtor-in-Possession Industrial/Busin
ess Pool,
Conventional
WQMN726 MM - Millimeter 0006726911
Wave 70/80/90
GHz Service
LightSquared Subsidiary S2358 TC - MSS N/A
LLC Ancillary
Terrestrial
Component
(ATC) Leasing

One Dot Six Corp (Lessee) WPYQ831 BC - 1670-1675 TBD
(L000007295 MHz Band,
) Market Area

Experimental Authorization

Licensee Call Sign Emergence Application File
Number
LightSquared Subsidiary LLC, WH2XDX 0004-EX-AU-2015
Debtor-in-Possession

Supplemental Attachment 2

Illustration of Interests

Supplemental Attachment 4

Complete supplemented Petition for Declaratory Ruling, including all information from supplemental filings of
April 24, 2015 and May 22, 2015

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554

In the Matter of )
)
)
LightSquared Subsidiary, LLC )
)
)
Petition for Determination of the Public Interest )
Under Section 310(b)(4) of the Communications )
Act of 1934, As Amended )

To: The Commission

PETITION FOR DECLARATORY RULING UNDER SECTION 310(b)(4)
OF THE COMMUNICATIONS ACT OF 1934, AS AMENDED,
AND REQUEST FOR STREAMLINED PROCESSING

Gerard J. Waldron
Michael Beder
Ani Gevorkian*

Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, DC 20001-4956
gwaldron@cov.com
mbeder@cov.com
agevorkian@cov.com

Counsel to LightSquared Subsidiary, LLC

*Member of the Maryland Bar. Not admitted in the
District of Columbia; practice in the District of
Columbia limited to matters before federal
agencies.
Dated: May 22, 2015

1

Contents
Summary ......................................................................................................................................... 1
I. Background. ............................................................................................................................ 2
II. The Proposed Foreign Ownership is Consistent With Commission Precedent and the Public
Interest............................................................................................................................................. 8
A. Standard of Review .......................................................................................................... 8
B. Proposed Foreign Ownership ........................................................................................... 8
1. Fortress ......................................................................................................................... 8
2. JPMC&Co. ................................................................................................................. 12
3. Centerbridge ............................................................................................................... 14
4. Harbinger .................................................................................................................... 17
C. Public Interest Analysis.................................................................................................. 23
D. Request for Declaratory Ruling...................................................................................... 27
Schedule of Attachments .............................................................................................................. 28

1

ownership interest in LightSquared Sub — which will amount to approximately 40% to 70% of

LightSquared Sub’s aggregate equity — is consistent with prior Commission rulings, including

those relating to foreign ownership in LightSquared Sub itself, and would otherwise serve the

public interest, convenience, and necessity.

I. Background.

LightSquared Sub is a Delaware limited liability company currently undergoing

reorganization pursuant to a reorganization plan confirmed on March 27, 2015, by the United

States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Pre-

bankruptcy, LightSquared Sub was a wholly owned indirect subsidiary of LightSquared Inc.

(“LightSquared”), an established business that, together with its predecessors-in-interest, has

held Commission licenses and provided service to the public for nearly two decades. Currently,

the company provides mobile satellite services (“MSS”) and certain supplemental services to its

existing customer base. As is described in pending applications seeking Commission approval to

assign various licenses and authorizations from LightSquared Subsidiary LLC, Debtor-in-

Possession (“LightSquared Sub DIP”) to the reorganized LightSquared Sub, 4 LightSquared and

certain of its affiliates filed petitions for relief under Chapter 11 of Title 11 of the United States

Code (the “Bankruptcy Code”) on May 14, 2012.

On March 17, 2015, LightSquared filed with the Bankruptcy Court its Modified

Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code (as further amended,

carrier radio licensees, but grants the Commission the discretion to allow higher levels of foreign
ownership if it determines that such ownership is consistent with the public interest. See id.
4
Those applications are being filed concurrently with the instant Petition. A schedule of the
licenses and authorizations proposed to be assigned to LightSquared Sub is set forth in
Attachment A hereto. The applications to assign these licenses are referred to collectively as the
“Emergence Applications.”

2

supplemented or modified from time to time, the “Reorganization Plan” or “Plan”). A copy of

the Plan, as confirmed by the Bankruptcy Court on March 27, 2015, is attached as Attachment D.

The Plan contemplates, among other things, (A) new money investments by the

New Investors 5 in exchange for a combination of common and preferred equity, (B) the

conversion of certain pre-bankruptcy claims into new second lien debt obligations, (C) the

repayment in full, in cash, of certain pre-bankruptcy claims and LightSquared’s general

unsecured claims, (D) the provision of a $1.25 billion first lien working capital facility for the

Reorganized Debtors, (E) the assumption of certain liabilities, (F) the contribution by Harbinger

to New LightSquared of all claims or causes of action in connection with LightSquared,

including Harbinger’s lawsuits against the U.S. Government and the GPS Industry, and (G) the

conversion of certain pre-bankruptcy claims and interests into equity in New LightSquared and

Reorganized LightSquared Inc.

Under the Plan, LightSquared Sub’s immediate parent company, LightSquared

LP, will be reconstituted as a Delaware limited liability company (“New LightSquared”), which

will wholly own LightSquared Sub. The various other LightSquared debtor entities, including

LightSquared Inc., will be reorganized or dissolved, as set forth in Article IV.B of the Plan. New

LightSquared will acquire certain of the reorganized entities from Reorganized LightSquared

5
The New Investors are: (1) Fortress Credit Opportunities Advisors LLC, on behalf of certain
funds and/or accounts managed by it and its affiliates (“Fortress”); (2) Centerbridge Partners,
L.P. on behalf of certain funds managed by its affiliates (“Centerbridge”); (3) SIG Holdings, Inc.
and/or one or more of its designated affiliates (“SIG”); and (4) Harbinger Capital Partners LLC
on behalf of itself and each of its and its affiliates’ managed funds and/or accounts that hold
Claims and/or Equity Interests (“Harbinger”). Capitalized terms not otherwise defined in this
document have the meanings defined in the Reorganization Plan. As discussed in the Emergence
Applications, SIG will transfer its interests to a commonly controlled entity and will not hold
equity in New LightSquared upon emergence.

3

Inc. (“RLI”), including all of the interest in One Dot Six Corp., which holds a lease for use of

WPYQ831, which operates in the 1670-1675 MHZ Band. As consideration for this sale, RLI

and its post-reorganization subsidiaries will receive 21.25% of New LightSquared’s common

equity as well as preferred equity issued by New LightSquared. Pursuant to the Plan, and as a

result of conversion of certain pre-existing equity claims, RLI will be wholly owned by J.P.

Morgan Broker-Dealer Holdings, Inc. (“JPMBDH”), a Delaware corporation, which is a wholly

owned subsidiary of JPMorgan Chase & Co., a Delaware corporation (“JPMC&Co.”). 6 Pursuant

to the Plan, and upon satisfaction of the conditions precedent to the effectiveness thereof

(including the receipt of requisite Commission consents), the licenses and authorizations held by

LightSquared Sub DIP would be assigned from LightSquared Sub DIP to the reorganized

LightSquared Sub. New LightSquared will not have any parent companies; instead, all of New

LightSquared’s common units will be held directly or indirectly by the New Investors. 7 A chart

illustrating New LightSquared’s ownership structure is attached as Chart C-1. New

LightSquared will have five classes of Units: Common Units, Series A-1 Preferred, Series A-2

6
It is currently contemplated that prior to the Effective Date of the Plan, SIG will transfer its
interest in LightSquared Inc. to JPMBDH and, as a result of conversion of these pre-existing
equity claims, JPMBDH will own 100% of the equity in, and control, RLI. It should be noted,
however, that JPMC&Co. is considering holding the direct ownership interest in Reorganized
LightSquared Inc. (“RLI”) in a wholly-owned U.S. subsidiary of JPMBDH and converting RLI
from a corporation to a limited liability company and subsequently merging it into JPMBDH or
the subsidiary. These changes may require that SIG own RLI on emergence from bankruptcy
until such conversion and merger are implemented. These changes would have no effect on the
ultimate ownership and control of RLI or JPMC&Co.’s interest in New LightSquared. Updated
information will be provided should JPMC&Co. decide to implement these changes.
7
The preferred units of New LightSquared will be held by the New Investors or their affiliates
(including, in the case of SIG, RLI) and certain other entities that hold claims against or interests
in LightSquared in the bankruptcy proceedings. Aside from certain of the New Investors and
their affiliates, however, no other entity will hold directly a 10% or greater equity interest in New
LightSquared.

4

Preferred, Series B Preferred, and Series C Preferred. 8 All of the Common Units and the bulk of

equity in New LightSquared will be held by the New Investors or their affiliates, as set forth in

the following table:

8
The percentages given for the holdings of the Series A-2 Preferred Units set forth herein
assume that certain entities will exercise an option to obtain the Series A-2 Preferred Units in
lieu of Series C Preferred Units under the Plan. This election does not change the overall
preferred equity of New LightSquared, but, if not made, would affect the percentages of the
Series A-2 Preferred Units and Series C Preferred Units.

5

New LightSquared Common Preferred Preferred Preferred Preferred Series C
Members Equity 9 Series A-1 Series A-2 Series B

LSQ Acquisition Co LLC 26.2% __ $20.8 $68.4 __
(Fortress)

CF LSQ C Holdings LLC __ __ __ __ $125.8
(Fortress)

Reorganized TMI 4.68% $88.86 $4.58 $9.02 $16.30
Communications Delaware,
Limited Partnership
(JPMC&Co.) 10

Reorganized LightSquared 16.58% $315.04 $16.22 $31.98 $57.80
Investors Holdings Inc.
(JPMC&Co.) 10

CCP II AIV II, L.P. 7.89% __ $20.8 $21.1 $0.7
(Centerbridge)

Centerbridge Capital 0.21% __ __ __ __
Partners SBS II, L.P.
(Centerbridge)

HGW US Holding 44.45% $349.7 __ _ $1.7
Company, L.P. (Harbinger)

Alford Investment __ __ __ __ $82.5
Strategies Ltd. (“Alford”) 11

Other 12 __ __ $83.9 __ $4.1

9
The common equity has all of the voting powers. As discussed elsewhere in the Petition, New
LightSquared will be controlled by its board, the membership of which is determined by the New
Investors as explained here.
10
Pursuant to Section IV.B.2(d)(iv) of the Plan, RLIHI and RTMI have the option to exchange
all or a portion of their Series A-1 Preferred Units into Series A-2 Preferred Units or Series C
Preferred Units. These exchanges, if made, would not affect the total preferred equity held by
RLIHI or RTMI (or any other member) in New LightSquared, but would change their (and the
other holders’) percentage holdings within any affected classes of the Preferred Units.
11
As stated in Section IV, items 11 and 12 of this supplement, (i) Abu Dhabi Investment Council
(“ADIC”), which is a government institution of Abu Dhabi, an emirate of the U.A.E., holds a
100% interest in Alford; and (ii) in addition to the Preferred Units identified above that Alford
will hold directly in New LightSquared, Alford (and ADIC by virtue of its 100% interest in
Alford) will have an indirect equity interest in New LightSquared through Harbinger.

6

New LightSquared will be controlled by its Board (the “New LightSquared

Board”), which will manage the day-to-day operations of the company. The New LightSquared

Board also will exercise indirect control over LightSquared Sub through its power to appoint the

members of the Board of Managers of LightSquared Sub.

The New LightSquared Board will consist of seven members: two (2) members

appointed by LSQ Acquisition Co LLC (“LSQ”) (which is ultimately controlled by Fortress

Investment Group LLC); one (1) member appointed by Reorganized LightSquared Inc.; one (1)

member appointed by Centerbridge; two (2) members elected by the foregoing appointed Board

members, one of whom will serve as Chairman of the New LightSquared Board and the other of

whom will be an independent member; 13 and the Chief Executive Officer of New LightSquared.

The New LightSquared Board will not include any Harbinger employees, affiliates or

representatives, though Harbinger will be permitted to designate one person to attend Board

meetings as a nonvoting observer. Nor will Harbinger’s equity interest entitle Harbinger to any

voting power over New LightSquared other than certain consent rights with respect to certain

significant matters (e.g., sale or dissolution of the company) and certain amendments,

modifications, and waivers under New LightSquared’s operating agreement. 14

12
As disclosed in the Emergence Applications, other entities hold small amounts of Preferred
Series A-2 and Preferred Series C stock, but none of these entities will hold a 10% or greater
interest in New LightSquared. All of these other entities will be insulated in accordance with
Section 1.993 of the Commission’s rules, 47 C.F.R. § 1.993.
13
To date, the New Investors have identified Ivan Seidenberg and Reed Hundt as individuals
expected to serve as initial independent members of the New LightSquared Board.
14
Given New LightSquared’s governance structure as described herein, it also would be
appropriate, in the alternative, to treat New LightSquared as a corporation rather than an LLC for
purposes of the Commission’s foreign ownership analysis. See Second Foreign Ownership
Order, 28 FCC Rcd at 5807 ¶ 125 n.331.

7

II. The Proposed Foreign Ownership is Consistent With Commission Precedent and
the Public Interest.

A. Standard of Review

The Commission analyzes proposed foreign ownership “in U.S.-organized entities

that directly or indirectly control a U.S. broadcast, common carrier, or aeronautical radio station

licensee” under Section 310(b)(4) of the Act and the policies set forth in the Commission’s

Second Foreign Ownership Order. 15 Such investments amounting to more than 25 percent of

the equity or voting interest in the licensee’s U.S. parent are permitted “unless the Commission

finds that the public interest will be served by refusing to permit such foreign ownership.” 16

B. Proposed Foreign Ownership

Upon consummation of the transactions contemplated in the Plan, entities deemed

to be foreign would hold an aggregate indirect equity interest in LightSquared Sub’s U.S.-

organized parent, New LightSquared, of between approximately 40% and 70%. 17 These

interests would be distributed as follows:

1. Fortress

In accordance with Sections 1.991(e) and (g) of the Commission’s rules, Fortress

states that LSQ, a Delaware limited liability company located at 1345 Avenue of the Americas,

46th Floor, New York, NY 10105, will hold approximately 6.76 to 26.2% of the total equity in

15
See Second Foreign Ownership Order, 28 FCC Rcd at 5749 ¶ 10.
16
Id.
17
Equity percentage interests in New LightSquared are subject to change depending on the
relative values of New LightSquared’s Common Units and Preferred Units. To cover all
possible relative values, equity interests in New LightSquared have been expressed as a range in
which one end of the range is based on an assumption that the Preferred Units represent 100% of
the value of New LightSquared and the other end of the range is based on an assumption that the
Common Units represent 100% of the value of New LightSquared.

8

New LightSquared through its ownership of 26.2 % of the Common Units, 14.23% of the Series

A-2 Preferred Units and 52.41% of the Series B Preferred Units. As an uninsulated member of

New LightSquared, LSQ will be deemed to hold a 100% voting interest in New LightSquared.

CF LSQ C Holdings LLC (“CF LSQ”), a Delaware limited liability company

located at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105, will hold an up to

9.53% equity interest in New LightSquared through its ownership of 43.53% of the Series C

Preferred Units. As an uninsulated member of New LightSquared, CF LSQ will be deemed to

hold a 100% voting interest in New LightSquared.

No other Fortress individual or entity will hold a ten percent or greater direct

equity or voting interest in New LightSquared.

In accordance with Sections 1.991(f) and (g) of the Commission’s rules, Fortress

states that indirect ownership interests in New LightSquared will be held by the following

entities:

1. LSQ will be controlled by a non-member manager, Fortress Credit Advisors LLC,
a Delaware limited liability company (“Fortress Advisors”) located at 1345 Avenue
of the Americas, 46th Floor, New York, NY 10105. As the non-member manager,
Fortress Advisors will not have an equity interest in LSQ, but will be deemed to hold
a 100% voting interest in LSQ and New LightSquared.

2. The members of LSQ, which are, directly or indirectly, a number of investment
funds (the “Fortress Funds”) ultimately controlled by Fortress Investment Group LLC
(“FIG”), will be insulated in accordance with Section 1.993 of the Commission’s
rules, 47 C.F.R. § 1.993. LSQ Acquisition Co UST LLC, a Delaware limited liability
company located at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105,
will hold an insulated 50.43% equity interest in LSQ and an indirect 3.41 to 13.21%
equity and voting interest in New LightSquared. 18 As insulated members of LSQ, the
indirect voting interests of the Fortress Funds and LSQ Acquisition Co UST LLC are

18
LSQ Acquisition Co UST LLC will also be controlled by Fortress Advisors as its non-member
manager, and its members will be insulated in accordance with Section 1.993 of the
Commission’s rules, 47 C.F.R. § 1.993.

9

deemed to be the same as their equity interest. 19 Except for LSQ Acquisition Co UST
LLC, no insulated member of LSQ or LSQ Acquisition Co UST LLC will have an
indirect 5% or greater equity or voting interest in New LightSquared.

3. CF LSQ will also be controlled by Fortress Advisors as its non-member manager.
As the non-member manager, Fortress Advisors will not have an equity interest in CF
LSQ, but will be deemed to hold a 100% voting interest in CF LSQ and New
LightSquared.

4. The members of CF LSQ, which are also Fortress Funds, will be insulated in
accordance with Section 1.993 of the Commission’s rules, 47 C.F.R. § 1.993. No
insulated member of CF LSQ will have an indirect 5% or greater equity or voting
interest in New LightSquared.

5. FIG LLC, a Delaware limited liability company located at 1345 Avenue of the
Americas, 46th Floor, New York, NY 10105, will hold a direct 100% equity and
voting interest in Fortress Advisors. As the 100% owner of a non-member manager,
FIG LLC will not have an indirect equity interest in New LightSquared, but will be
deemed to hold an indirect 100% voting interest in New LightSquared.

6. Fortress Operating Entity I LP (“Fortress Operating”), a Delaware limited
partnership located at 1345 Avenue of the Americas, 46th Floor, New York, NY
10105, will hold a direct 100% equity and voting interest in FIG LLC and indirect
equity interests in the Fortress Funds. Fortress Operating will have an indirect less
than one percent equity interest in New LightSquared and an indirect 100% voting
interest in New LightSquared.

7. FIG Corp., a Delaware corporation located at 1345 Avenue of the Americas, 46th
Floor, New York, NY 10105, is the general partner of and holds a direct 48.2% equity
interest in Fortress Operating. FIG Corp. will have an indirect less than one percent
equity interest in New LightSquared and an indirect 100% voting interest in New
LightSquared.

8. Fortress Investment Group LLC (“FIG”), a publicly traded Delaware limited
liability company located at 1345 Avenue of the Americas, 46th Floor, New York, NY
10105, will hold a direct 100% equity and voting interest in FIG Corp. FIG will hold
less than one percent equity interest in New LightSquared and an indirect 100%
voting interest in New LightSquared. As a widely-held, publicly traded LLC, FIG
submits that it should be treated in the same manner as a corporation for purposes of

19
See 47 C.F.R. § 1.992(b)(2)(ii)(B) (“A partner of a limited partnership (other than a general
partner) or partner of a limited liability partnership that satisfies the insulation criteria specified
in § 1.993 shall be treated as an insulated partner and shall be deemed to hold a voting interest in
the partnership that is equal to the partner's equity interest.”).

10

Section 301(b). 20 A copy of FIG’s Fourth Amended and Restated Limited Liability
Company Agreement is attached hereto as Attachment E. FIG is also in the process
of conducting a survey of its foreign ownership, which will be submitted as a
supplement upon completion.

9. Four U.S. citizens, Wesley Edens, Randal Nardone, Peter L. Briger, Jr., and
Michael Novogratz, collectively hold a 51.98% direct equity interest in FIG. These
individuals also collectively hold a 51.98% direct equity interest in Fortress
Operating. In addition, Class A shares, representing approximately 48% of the
interests in FIG, are publicly traded.

Non-U.S. entities hold insulated interests representing an approximate 45%

aggregate equity interest in LSQ. Because LSQ holds a 6.76 to 26.2% equity interest in New

LightSquared, the non-U.S. entities in LSQ are deemed to hold a 3.04 to 11.79% equity interest

in New LightSquared. There are no non-U.S. individuals or entities with an indirect equity

interest of 5% or more in New LightSquared. As detailed above, all members of LSQ are

insulated in accordance with Section 1.993 of the Commission’s rules, 47 C.F.R. § 1.993. As a

result, the voting interests of these insulated members are deemed to be the same as their equity

interests. 21

Non-U.S. entities hold insulated interests representing an approximate 46%

aggregate equity interest in CF LSQ. Because CF LSQ holds an approximate equity interest of

up to 9.54% in New LightSquared, the non-U.S. entities that hold their interests through CF LSQ

are deemed to hold an up to 4.38% equity interest in New LightSquared. 22 There are no non-

U.S. individuals or entities with an indirect equity interest of 5% or more in New LightSquared.

As detailed above, all members of CF LSQ are insulated in accordance with Section 1.993 of the

20
See Second Foreign Ownership Order, 28 FCC Rcd at 5807 ¶ 125 n.331.
21
See 47 C.F.R. § 1.992(b)(2)(ii)(B).
22
Id.

11

Commission’s rules, 47 C.F.R. § 1.993. As a result, the voting interests of these insulated

members are deemed to be the same as their equity interests.

Fortress Credit Opportunities Advisors LLC, the Fortress entity that is party to the

Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code, is ultimately

owned and controlled by Fortress Investment Group LLC and therefore affiliated with the

Fortress entities included in the proposed New LightSquared LLC ownership.

2. JPMC&Co.

In accordance with Sections 1.991(e) and (g) of the Commission’s rules,

JPMC&Co. states that Reorganized TMI Communications Delaware, Limited Partnership

(“RTMI”), a Delaware limited partnership located at 270 Park Ave., New York, NY 10017 will

hold approximately 4.68 to 9.00% of the total equity in New LightSquared through its ownership

of 4.68% of the Common Units, 11.79% of the Series A-1 Preferred Units, 3.13% of the Series

A-2 Preferred Units, 6.91% of the Series B Preferred Units, and 5.64% of the Series C Preferred

Units. 23 As an uninsulated member of New LightSquared, RTMI will be deemed to hold a 100%

voting interest in New LightSquared.

Reorganized LightSquared Investors Holdings Inc. (“RLIHI”), a Delaware

corporation located at 270 Park Ave., New York, NY 10017 will directly hold approximately

23
The percentages set forth above include preferred equity that may be issued to certain affiliates
of JPMC&Co. by New LightSquared on the effective date of the Plan, but that will be directly or
indirectly contributed to RLI or subsidiaries of RLI on or soon after the effective date of the
Plan. In addition, pursuant to Section IV.B.2(d)(iv) of the Plan, RLIHI and RTMI have the
option to exchange all or a portion of their Series A-1 Preferred Units into Series A-2 Preferred
Units or Series C Preferred Units. These exchanges, if made, would not affect the total preferred
equity held by RLIHI or RTMI (or any other member) in New LightSquared, but would change
their (and the other holders’) percentage holdings within any affected classes of the preferred
units.

12

16.58 to 31.91% of the total equity in New LightSquared through its ownership of 16.58% of the

Common Units, 41.08% of the Series A-1 Preferred Units, 11.10% of the Series A-2 Preferred

Units, 24.51% of the Series B Preferred Units, and 19.99% of the Series C Preferred Units. 24 In

addition, RLIHI will indirectly hold equity interests though its ownership of 100% of the equity

interests of RTMI, which will result in a 21.25 to 40.91% total direct and indirect equity interest

in New LightSquared. As an uninsulated member of New LightSquared, RLIHI will be deemed

to hold a 100% voting interest in New LightSquared.

In accordance with Sections 1.991(f) and (g) of the Commission’s rules,

JPMC&Co. states that indirect ownership interests in New LightSquared will be held by the

following entities:

(1) SkyTerra Rollup Sub LLC (“Rollup Sub”), a Delaware limited liability company
located at 270 Park Ave., New York, NY 10017 is the general partner of RTMI.
SkyTerra Rollup Sub LLC will not have any equity interests in RTMI or New
LightSquared, but will be deemed to hold a 100% voting interest in New
LightSquared through Rollup Sub’s control of RTMI.

(2) SkyTerra Rollup LLC, a Delaware limited liability company located at 270 Park
Ave., New York, NY 10017 wholly owns Rollup Sub. SkyTerra Rollup LLC will not
have any equity interests in New LightSquared, but will be deemed to hold a 100%
voting interest in New LightSquared through Rollup Sub’s control of RTMI.

(3) Reorganized LightSquared Inc. (“RLI”), a Delaware corporation located at 270
Park Ave., New York, NY 10017, wholly owns SkyTerra Rollup LLC and RLIHI.
RLI will have an indirect 21.25 to 40.91% equity interest in New LightSquared and
an indirect 100% voting interest in New LightSquared.

(4) RLI will be wholly owned by J.P. Morgan Broker-Dealer Holdings, Inc.
(“JPMBDH”), a Delaware corporation located at 270 Park Ave., New York, NY
10017. JPMBDH will have an indirect 21.25 to 40.91% equity interest in New
LightSquared and an indirect 100% voting interest in New LightSquared.

24
Id.

13

(5) JPMBDH will be wholly owned by JPMorgan Chase & Co., a Delaware
corporation (“JPMC&Co.”) located at 270 Park Ave., New York, NY 10017.
JPMC&Co. will have an indirect 21.25 to 40.91% equity interest in New
LightSquared and an indirect 100% voting interest in New LightSquared.
JPMC&Co. is a widely held, publicly traded company. No individual or entity has a
5% or greater interest in JPMC&Co.

As noted above, JPMC&Co. is a widely traded, publicly held company organized

in the United States. Non-U.S. individuals and entities indirectly hold less than 15% of the total

equity and voting interests in JPMC&Co., based on a survey of the address of record for all

JPMC&Co. shareholders. 25

3. Centerbridge

In accordance with Sections 1.991(e) and (g) of the Commission’s rules,

Centerbridge states that its direct equity and voting interests in New LightSquared will be held

by CCP II AIV II, L.P. (“AIV II”), a Delaware limited partnership, and Centerbridge Capital

Partners SBS II, L.P. (“CCP SBS II”), a Delaware limited partnership. Together, AIV II and

CCP SBS II will directly hold from 3.2% to 8.1% of New LightSquared’s total equity. 26 AIV II

and CCP SBS II, individually and collectively, will not control New LightSquared. The general

partner of AIV II and of CCP SBS II is Centerbridge Associates II, L.P. (“CB Associates”), a

Delaware limited partnership whose principal business is acting as general partner of AIV II and

CCP SBS II. Centerbridge GP Investors II, LLC (“CB Investors”) is a Delaware limited liability

company whose principal business is acting as general partner of CB Associates. Together,

Jeffrey Aronson and Mark Gallogly, each a U.S. citizen, ultimately control CB Investors, with

25
JPMC&Co. is in the process of updating its survey and will supplement this request upon
completion of that update.
26
Centerbridge II Light will own 7.89% of the common equity in New LightSquared and CCP
SBS II will own 0.21% of the common equity in New LightSquared.

14

each having 50% voting control. Messrs. Aronson and Gallogly also ultimately control

Centerbridge, with each having 50% voting control. Messrs. Aronson and Gallogly accordingly

will have ultimate control over appointing one member to the New LightSquared Board. The

address for all Centerbridge entities described in this application is 375 Park Avenue, 12th Floor,

New York, NY 10152-0002. Details of Centerbridge interests in New LightSquared are

described in attached Chart C-4.

Limited partners which are deemed to be foreign directly or indirectly hold an

aggregate 33.5% equity interest in AIV II. AIV II will own up to 7.89% of New LightSquared. 27

Because the AIV II limited partnership agreement insulates the limited partners, the aggregate

foreign equity and foreign voting interest of AIV II in New LightSquared is deemed to be no

greater than 2.64% (33.5% of 7.89%). Foreign limited partners hold an aggregate 3.0% equity

interest in CCP SBS II. CCP SBS II will own up to 0.21% of New LightSquared. The aggregate

foreign equity interest of CCP SBS II in New LightSquared is deemed to be no greater than

0.006% (3.0% of 0.21%). The foreign limited partners of CCP SBS II are not insulated as

defined under FCC rules. However, CCP SBS II was formed to provide a co-investment vehicle

primarily for employees of Centerbridge Partners, L.P. and its affiliates to invest alongside and

on the same terms as Centerbridge Capital Partners II, L.P. (“CCP II”) and its alternative

investment vehicles, including AIV II.

Centerbridge Partners, L.P. is a private investment firm founded in 2005 that is a

registered investment advisor with the U.S. Securities and Exchange Commission. Centerbridge

Partners, which as of April 1, 2015 consisted of 218 professionals, including 75 investment

27
Shares of LightSquared equity uses the high end of the range based on the attribution between
preferred and common units.

15

professionals, provides investment advice to various investment vehicles including AIV II

(which has been formed as a parallel fund to CCP II for the purpose of investing in New

LightSquared) and Centerbridge Capital Partners SBS II, L.P.

CCP II is a closed-end investment vehicle established in 2011 that has

approximately $4.5 billion in committed capital. AIV II is an “alternative investment vehicle”

of CCP II. In accordance with the governing documents of CCP II, investors may participate in

an investment through an “alternative investment vehicle” instead of CCP II after taking into

account tax, legal, regulatory and similar considerations; Centerbridge Partners has determined

that an investment in New LightSquared should be made through an “alternative investment

vehicle,” and that all investors in CCP II would participate in New LightSquared in the same

proportion and on the same terms as if such investment were made directly by CCP II. As an

“alternative investment vehicle” of CCP II, AIV II is entitled to call upon the CCP II investors to

make contributions to it in connection with investments made by it. None of the limited partners

of AIV II (all of which are insulated) will be deemed to hold an equity or voting interest of five

percent (5%) or greater in LightSquared Sub under the Commission’s foreign ownership rules.

In accordance with the terms of the AIV II and CCP SBS II governing documents,

CCP SBS II’s share of New LightSquared cannot exceed 0.21 % given Centerbridge’s overall

8.1% share of New LightSquared. In addition, in accordance with the terms of the CCP SBS II

governing documents, persons invested in CCP SBS II generally may not redeem or freely

transfer their interests. There are currently 72 persons, of which nine are not U.S. citizens, who

will participate in New LightSquared as passive investors through CCP SBS II. The nine non-

U.S. investors in CCP SBS II are citizens of the United Kingdom, Canada, Denmark, Sweden,

Portugal, Italy, the Netherlands, or India, and their aggregate investment in CCP SBS II is

16

approximately 3 percent, which represents an investment in New LightSquared of approximately

no greater than 0.006%. Eight of the nine have an interest in CCP SBS II of less than 1%, and

the ninth has an interest in CCP SBS II of less than 1.1%. Accordingly, although foreign limited

partners in CCP SBS II are not insulated (as defined under FCC rules), in fact, none of the CCP

SBS II foreign limited partners will be actively involved in the operations or management of

New LightSquared.

4. Harbinger

Harbinger Capital Partners is a group of privately-held investment funds that was

founded in 2001. The Commission previously authorized Harbinger and its commonly

controlled funds to hold up to a 100 percent indirect interest in LightSquared Sub (then known as

SkyTerra Subsidiary, LLC), based on the Commission’s finding that “that the vast majority of

the equity and voting interests in [the relevant funds] are properly ascribed to individuals or

entities that are citizens of, or that principally conduct business in, WTO Member countries for

purposes of our public interest analysis under section 310(b)(4) of the Act” and the

Commission’s foreign ownership policies. 28 The same will be true of the reduced Harbinger

interest in LightSquared Sub proposed herein, which will be structured in largely the same way

as the Harbinger interests the Commission previously approved in the SkyTerra Order.

As explained above, New LightSquared will be controlled by its Board.

Harbinger will have no authority to designate any member to the Board, nor will the New

28
SkyTerra Communications, Inc., Transferor, and Harbinger Capital Partners Funds,
Transferee, Applications for Consent to Transfer of Control of SkyTerra Subsidiary, LLC, Mem.
Op. & Order and Declaratory Ruling, 25 FCC Rcd 3059, 3060 ¶ 2, 3068 ¶ 16, 3075 ¶ 25 (2010)
(“SkyTerra Order”).

17

LightSquared Board include any Harbinger employees, affiliates or representatives, though

Harbinger may designate one person to attend Board meetings as a nonvoting observer.

Moreover, Harbinger’s equity interest will not entitle Harbinger to any voting power over New

LightSquared other than certain consent rights with respect to certain significant matters (e.g.,

sale or dissolution of the company) and certain amendments, modifications, and waivers under

New LightSquared’s operating agreement.

Because of these limited interests, and despite the lack of actual voting power,

Harbinger has been treated for purposes of this filing as if it were an uninsulated member of New

LightSquared that is deemed to hold a 100% voting interest for purposes of foreign ownership

calculations. 29

In accordance with Sections 1.991(e) and (g) of the Commission’s rules,

Harbinger states that Harbinger’s direct interest in New LightSquared will be held by HGW US

Holding Company, L.P., a Delaware limited partnership (“HGW US”) whose principal business

is acting as a holding company. Based on the Commission’s treatment for multiplier purposes of

HGW US’ non-insulated membership interest in New LightSquared, HGW US would hold a

total equity interest in New LightSquared of between 26.64% and 44.45% and a total voting

interest in New LightSquared of 100%. Specifically, HGW US will hold: (a) 44.45% of the

Common Units; (b) 46.4% of the Series A-1 Preferred Units; and (c) 0.59% of the Series C

Preferred Units.

29
See 47 C.F.R. § 1.992(b)(2).

18

In accordance with Sections 1.991(f) and (g) of the Commission’s rules,

Harbinger states that Harbinger’s indirect interest in New LightSquared (calculated per the

Commission’s “multiplier” principles) will be held through the following entities or individuals:

(1) HGW Holding Company, L.P. (“HGW Cayman”), a Cayman Islands
limited partnership whose principal business is acting as a holding company,
holds a 99.9% non-insulated limited partnership interest in HGW US and a direct
equity interest of 99.9% and voting interest of 100% 30 in HGW US. HGW
Cayman will have an indirect equity interest of 26.61 to 44.41% and voting
interest of 100% in New LightSquared.

(2) HGW GP, Ltd. (Cayman), a Cayman Islands Exempted Company 31 whose
principal business is acting as General Partner of HGW Cayman, holds a 0.1%
general partnership interest in HGW Cayman, and an indirect equity interest of
0.1% and voting interest of 100% in HGW US. HGW GP, Ltd. (Cayman)
Cayman will have an indirect equity interest of less than 0.1% and voting interest
of 100% in New LightSquared.

(3) HGW US GP Corp. (Delaware), a Delaware corporation whose principal
business is acting as General Partner of HGW US, holds a 0.1% general
partnership interest in HGW US, and an equity interest of 0.1% and voting
interest of 100% in HGW US. HGW US GP Corp will have an indirect equity
interest of less than 0.1% and voting interest of 100% in New LightSquared.

(4) Philip A. Falcone, a U.S. citizen, holds a 100% voting interest in HGW
US 32 (he wholly owns HGW GP, Ltd. (Cayman), which in turn wholly owns
HGW US GP Corp. (Delaware), which is the sole general partner of HGW US).
Mr. Falcone also (i) controls four of the five entities that have limited partnership
interests in HGW Cayman; and (ii) controls the General Partner of the fifth entity,
the Global Opportunities Breakaway Fund, L.P.; but (iii) liquidators have been
appointed by a Cayman Islands court to sell off the fifth entity’s assets and wind
up its existence. Mr. Falcone holds a 3.1% indirect equity interest in HGW US. 33

30
Based on the FCC’s treatment for multiplier purposes of HGW Cayman’s non-insulated
limited partnership interest in HGW US.
31
A Cayman Islands “exempted company” is a type of corporation the objects of which are to be
carried out mainly outside the Cayman Islands.
32
Given that Mr. Falcone already is deemed to have a 100% voting interest in New
LightSquared, no separate calculations have been made as to his voting interests in intermediate
entities.

19

Mr. Falcone will have an indirect equity interest of 0.83 to 1.38% and voting
interest of 100% in New LightSquared.

(5) Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), a
Cayman Islands Exempted Company whose principal business is acting as an
investment fund, holds a 70.1% insulated limited partnership interest in HGW
Cayman, an indirect equity and voting interest in HGW US of 70.1%, and an
indirect equity interest of 18.66 to 31.33% and voting interest of 70.1% in New
LightSquared.

(6) Harbinger Capital Special Situations Fund, L.P. (the “Special Situations
Fund”), a Delaware limited partnership whose principal business is acting as an
investment fund, holds a 25% insulated limited partnership interest in HGW
Cayman, an indirect equity and voting interest in HGW US of 25 %, and an
indirect equity interest of 6.65 to 11.1% and voting interest of 25% in New
LightSquared.

(7) Harbinger Class PE Holdings (Cayman), Ltd. (“Harbinger Class PE”), a
Cayman Islands Exempted Company whose principal business is acting as a
special purpose vehicle, holds a 23.86 % interest in the Master Fund, an indirect
equity and voting interest in HGW US of 16.73%, and an indirect equity interest
of 4.46 to 7.44% and voting interest of 16.73%.in New LightSquared.

(8) Harbinger Capital Partners Intermediate Fund I, Ltd. (“Harbinger
Intermediate I”), a Cayman Islands Exempted Company whose principal business
is acting as an intermediate fund, holds a 50.83 % interest in the Master Fund, an
indirect equity interest of 35.63% and voting interest of 70.1% in HGW US , and
an indirect equity interest of 9.49 to 15.84 % and voting interest of 70.1% in New
LightSquared.

(9) Harbinger Capital Partners Offshore Fund I, Ltd. (“Harbinger Offshore
I”), a Cayman Islands Exempted Company whose principal business is acting as a
feeder fund, holds a 15.39% interest in Harbinger Class PE, which holds a

33
Mr. Falcone: (1) is the sole member of Global Opportunities Breakaway MM, L.L.C., which
holds a 0.3% insulated limited partnership interest in HGW Cayman; (2) holds a less than 0.1%
equity interest in the Global Opportunities Breakaway Fund, L.P., which holds a 2.9% insulated
limited partnership interest in HGW Cayman; (3) holds an 8.13% indirect equity interest in the
Credit Distressed Blue Line Master Fund, Ltd., which holds a 1.6% insulated limited partnership
interest in HGW Cayman; (4) is the sole owner of Harbinger Holdings, LLC, whose interests are
described in item (15), below; and (5) holds a 100% equity interest in Harbinger Capital Partners
Special Situations GP, L.L.C., whose interests are described in item (16), below.

20

23.86% interest in the Master Fund, 34 and directly and indirectly holds a 77.14%
interest in Harbinger Intermediate I, which holds a 50.83% interest in the Master
Fund. Harbinger Offshore I’s holds a total indirect equity interest of 30.06% and
voting interest of 70.1% in HGW US, and an indirect equity interest of 8.01 to
13.36% and voting interest of 70.1% in New LightSquared.

(10) Harbinger Capital Partners GP, L.L.C. (“Harbinger Capital Partners GP”)
is a Delaware limited liability company whose principal business is acting as a
General Partner. Through its interests in multiple Harbinger funds (none of which
individually has a direct and/or indirect interest in HGW US of 10% or more),
Harbinger Capital Partners GP has a total indirect equity interest of 0.17% and a
voting interest of 11.07% in HGW US, and an indirect equity interest of 0.05 to
0.08% and voting interest of 11.07% in New LightSquared.

(11) Excluding certain equity-like liabilities of Harbinger Offshore I (relating
to deferred fees), Alford Investment Strategies Ltd. (“Alford”), a Cayman Islands
Exempted Company whose principal business is acting as a holding company,
holds a 33.17% equity interest in Harbinger Offshore I, which has an indirect
equity interest of 30.06% and voting interest of 70.1% in HGW Cayman, and a
7.35% indirect interest in the Credit Distressed Blue Line Master Fund, Ltd.,
which has an insulated 1.6% limited partnership interest in HGW Cayman.
Alford has a total indirect equity interest of 10.09% and voting interest of 23.37%
in HGW US through these entities, and has a total indirect equity interest of 2.69
to 4.49% and voting interest of 23.37% in New LightSquared through these
entities. 35

Including those equity-like liabilities of Harbinger Offshore I, Alford
holds a 9.38% interest in Harbinger Offshore I, which has an indirect equity
interest of 30.06% and voting interest of 70.1% in HGW Cayman, and a 7.35%
indirect interest in the Credit Distressed Blue Line Master Fund; Ltd., which has
an insulated 1.6% limited partnership interest in HGW Cayman. Including these
liabilities, Alford has a total indirect equity interest of 2.94% and voting interest
of 6.70% in HGW US through these entities and has a total indirect equity interest

34
As stated above, the Master Fund holds a 70.1% insulated limited partnership interest in HGW
Cayman.
35
Separate from its indirect interest in New LightSquared held through Harbinger, Alford will
directly hold insulated New LightSquared Series C Preferred Units constituting 6.25% of the
New LightSquared Preferred Units and 0% of the New LightSquared Common Units.
Accordingly, if the equity-like liabilities of Harbinger Offshore I are excluded, Alford’s total
equity interest in New LightSquared (combining Alford’s indirect interest in New LightSquared
held through Harbinger with its direct interest in New LightSquared) is 4.49 to 8.94% and its
total voting interest in New LightSquared is 29.62%.

21

of 0.78 to 1.31% and voting interest of 6.70% in NewLightSquared through these
entities.

(12) Abu Dhabi Investment Council (“ADIC”) is a government institution of
Abu Dhabi, an emirate of the U.A.E. ADIC holds a 100% interest in Alford (see
above). Accordingly, if the equity-like liabilities of Harbinger Offshore I are
excluded, ADIC’s total indirect equity interest in New LightSquared (combining
Alford’s indirect interest in New LightSquared held through Harbinger with
Alford’s direct interest in New LightSquared) is 4.49 to 8.94%, and ADIC’s total
indirect voting interest in New LightSquared is 29.62%. 36

(13) Harbinger Capital Partners Special Situations Offshore Fund, L.P.
(“Special Situations Offshore”), a Cayman Islands limited partnership whose
principal business is acting as a feeder fund, holds a 64.08% insulated limited
partnership interest in the Special Situations Fund, an indirect equity and voting
interest in HGW US of 16.02%, and an indirect equity interest of 4.27 to 7.12%
and voting interest of 16.02% in New LightSquared.

(14) Harbinger Capital Partners Special Situations Offshore GP, L.L.C.
(“Special Situations Offshore GP”) is a Delaware limited liability company whose
principal business is acting as General Partner of Special Situations Offshore.
Special Situations Offshore GP holds no equity in Special Situations Offshore.
Special Situations Offshore GP holds an indirect voting interest in HGW US of
16.02% and an indirect voting interest of 16.02% in New LightSquared

(15) Harbinger Holdings, LLC (“Harbinger Holdings”) is a Delaware limited
liability company whose sole member is Philip A. Falcone and whose principal
business is acting as Managing Member or Manager of various Harbinger entities.
Specifically, Harbinger Holdings is the 100% Managing Member of Special
Situations Offshore GP; 50% voting Manager (no equity) of Special Situations
GP (defined below); and 50% voting Manager (no equity) of Harbinger Capital
Partners GP. Harbinger Holdings holds an indirect voting interest in HGW US of
36.07% and an indirect voting interest of 36.07% in New LightSquared. 37

(16) Harbinger Capital Partners Special Situations GP, L.L.C. (“Special
Situations GP”), a Delaware limited liability company whose principal business is
acting as General Partner of the Special Situations Fund, holds a 9.6 % General
Partner interest in the Special Situations Fund. Special Situations GP holds an
indirect equity interest of 2.4% and voting interest of 25% in HGW US and an

36
See id.
37
Harbinger Holdings, LLC is also the 50% voting Manager (no equity) of Harbinger Capital
Partners LLC, which is the Investment Manager for (but holds no equity in) the Master Fund and
a number of funds that hold direct and indirect interests in the Master Fund.

22

indirect equity interest of 0.64 to 1.07% and voting interest of 25% in New
LightSquared.

Accordingly, based on the FCC’s “multiplier” principles, Harbinger’s equity and

voting interest in New LightSquared is 100% foreign. The interest is held by a Delaware limited

partnership, HGW US Holding Company, L.P., that is owned: (i) 99.9% by one Cayman Islands

entity (HGW Holding Company, L.P. (Cayman)); and (ii) 0.1% by a Delaware Corporation

(HGW US GP Corp. (Delaware)) that is 100% owned by another Cayman Islands entity (HGW

GP, Ltd. (Cayman)).

Specific approval is requested pursuant to Sections 1.991(i) and (j) of the rules for

the following entities, the relevant information for which is shown above: HGW Cayman, HGW

GP, Ltd., the Master Fund, Harbinger Class PE, Harbinger Intermediate I, Harbinger Offshore I,

Alford Investment Strategies, Abu Dhabi Investment Council, and Special Situations Offshore.

Advance approval is requested for these entities to increase their interests up to and including a

non-controlling 49.99% equity and/or voting interest in New LightSquared. Advance approval

also is requested for these entities to increase their interests up to and including a 100% direct or

indirect equity and/or voting interest in HGW US.

C. Public Interest Analysis

The aggregate indirect foreign equity interest in LightSquared Sub upon

consummation of the Plan transactions will be between approximately 40% to 70% percent. The

same public interest rationales that applied to the Commission’s approval of the current level of

indirect foreign ownership in LightSquared apply with equal or greater force to the proposed

lower level of indirect foreign ownership in the reorganized LightSquared Sub. The Commission

has recognized that “foreign investment can promote competition in U.S. markets and that the

23

public interest is served by permitting more open investment in U.S. common carrier radio

licenses by entities from WTO Member countries.” 38 The Commission accordingly adopted the

rebuttable presumption that no competitive concerns are raised by the indirect foreign investment

in licensees by entities from WTO Member countries. 39 The requested level of indirect foreign

investment in LightSquared Sub should be entitled to the same presumption.

In addition, as described in the Emergence Applications, authorizing the proposed

level of indirect foreign ownership will serve the public interest by providing the capital

necessary to allow LightSquared to emerge from bankruptcy, consistent with the broad aims of

the Bankruptcy Code, the Communications Act, and the Commission’s rules and policies. The

Commission has repeatedly found that “allowing a company to consummate its court-approved

bankruptcy reorganization plan ‘will serve the public interest by furthering the equitable

purposes of the Federal Bankruptcy Act.’” 40 The Commission also has recognized that enabling

licensees to exit bankruptcy, restructure debt, and access new capital provides the opportunity for

significant public interest benefits. 41 These benefits can include facilitating increased use of the

38
VoiceStream Wireless Corporation, Powertel, Inc., Transferors, and Deutsche Telekom AG,
Transferee, to Transfer Control of Licenses and Authorizations, et al., 16 FCC Rcd 9779, 9790
¶ 18 (2001) (“VoiceStream-DT Order”) (citing Rules and Policies on Foreign Participation in
the U.S. Telecommunications Market, 12 FCC Rcd 23891, 23940 ¶ 111 (1997).
39
See id.
40
New DBSD Satellite Services G.P., Debtor-in-Possession, Transferor, New DBSD Satellite
Services G.P., Transferee Transfer of Control of Earth Station and Ancillary Terrestrial
Component Licenses and Conforming Modifications to Commission Records, Order, DA 10-
1881, ¶ 10 (2010) (“New DBSD Order”), quoting Space Station System Licensee, Inc., Assignor,
and Iridium Constellation LLC, Assignee, Memorandum Opinion and Order, 17 FCC Rcd 2271
(2002) (“2002 Iridium Order”).
41
See, e.g., DBSD North America, Inc. and DISH Network Corp., Order, 27 FCC Rcd 2250, ¶ 26
(2012) (“The applicants claim that the proposed transactions will enable the two bankrupt
enterprises to emerge from bankruptcy, facilitating retirement of debt and improving access to
capital. We agree. There are significant public interest benefits that will result from an efficient
(continued…)

24

debtor’s assets, providing for an infusion of capital and stimulation of investment, and

strengthening the commercial viability of a communications network. 42 Grant of this Petition

and the Emergence Applications will provide each of these benefits, as LightSquared will be able

to move forward with a secure capital structure based on significant new investment. As is more

fully described in the Plan, the proposed restructuring will give New LightSquared access to

$1.25 billion in working capital, resolve significant outstanding claims, give the company control

over lawsuits against the United States Government, and endow the company with a sustainable

capital structure capable of supporting New LightSquared’s efforts to make full use of its

spectrum to provide existing and innovative services available to the public. Approval of the

proposed transactions, therefore, is consistent with these long-held public interest goals.

Second, LightSquared’s reorganization and emergence from bankruptcy will

advance the public interest and benefit consumers by bringing the company’s valuable spectrum

resources and existing satellite and terrestrial networks to the marketplace. Post-consummation,

LightSquared will be better equipped to continue to provide services to a wide range of private

and public users—including the transport and energy industries, as well as first responders and

federal government agencies—who depend on those services every day for safe, secure

communication. Moreover, LightSquared’s spectrum could be used to support new mobile

use of the 2 GHz spectrum by a financially sound licensee that has the requisite capital and
capability to develop and deploy 2 GHz MSS to consumers.”); WorldCom, Inc. and MCI, Inc.
(Transfer Pursuant to Reorganization), Memorandum Opinion and Order, 18 FCC Rcd 26484, ¶
29 (2003) (“WorldCom/MCI Order”) (“[W]e find that facilitating a telecommunications service
provider's successful emergence from bankruptcy advances the public interest by providing
economic and social benefits, especially including the compensation of innocent creditors.”).
42
Authorizations Granted Applications of Loral Space & Communications Ltd. (DIP) for the
Transfer of Control of Licenses and Authorizations Held by Loral Orion, Inc. (DIP), Loral
SpaceCom Corporation (DIP) and Loral Skynet Network Services, Inc. (DIP) to Loral Space &
Communications Inc., Public Notice, 20 FCC Rcd 15691 (Sept. 30, 2005).

25

broadband services in a manner consistent with the Commission’s rules and Orders and the

National Broadband Plan. 43 As the Commission has recognized, soaring consumer demand for

wireless broadband service is placing significant strain on existing networks. In the face of such

demand, “[e]nsuring that sufficient spectrum is available for incumbent licensees, as well as for

potential entrants, is critical to promoting competition, investment, and innovation.” 44

43
See CONNECTING AMERICA: THE NATIONAL BROADBAND PLAN, at 87 (2010).
44
Implementation of Section 6002(b) of the Omnibus Budget Reconciliation Act of 1993; Annual
Report and Analysis of Competitive Market Conditions with Respect to Mobile Wireless,
Including Commercial Mobile Services, Sixteenth Report, 28 FCC Rcd 3700, at ¶ 86 (2013).

26

Schedule of Attachments

Attachment A:LightSquared License Authorizations

Attachment B: LightSquared Pre-Bankruptcy Organizational Chart

Attachment C: LightSquared Organizational Charts Upon Effective Date of Reorganization Plan
Chart C-1: Post-Reorganization LightSquared
Chart C-2: Detail of JPMC&Co. Interests
Chart C-3: Detail of Fortress Interests
Chart C-4: Detail of Centerbridge Interests
Chart C-5: Detail of Harbinger Interests

Attachment D: Reorganization Plan as Confirmed by the Bankruptcy Court on March 27, 2015

Attachment E: FIG’s Fourth Amended and Restated Limited Liability Company Agreement

28

Attachment A

LightSquared License Authorizations

Section 214 Authorizations

Licensee File Number
LightSquared Subsidiary LLC ITC-214-19951215-00023
ITC-MOD-20120927-00246 (formerly ITC-
214-19951215-00022)

Space Station Authorizations

Licensee Call Sign Expiration Date
LightSquared Subsidiary LLC S2358 N/A
LightSquared Subsidiary LLC, AMSC-1 12/31/2014
Debtor-in-Possession

Earth Station Authorizations

Licensee Call Sign Station Class Expiration Date
LightSquared Subsidiary LLC E080030 Fixed-T/R 10/27/2023
E080031 Fixed-T/R 10/27/2023
LightSquared Subsidiary LLC E930124 Fixed-T/R 11/04/2019
LightSquared Subsidiary LLC E100051 Fixed-T/R 6/25/2025
LightSquared Subsidiary LLC E980179 Mobile 11/30/2024
LightSquared Subsidiary LLC E930367 Mobile 3/13/2020
LightSquared Subsidiary LLC, E130161 Fixed-T/R 3/21/2029
Debtor-in-Possession

Wireless Authorizations

Licensee Call Sign Station Class Expiration Date
LightSquared Subsidiary WQHL596 IG - 8/31/2017
LLC, Debtor-in-Possession Industrial/Busine
ss Pool,
Conventional
WQMN726 MM - Millimeter 10/05/2020
Wave 70/80/90
GHz Service
LightSquared Subsidiary S2358 TC - MSS 11/13/2025
LLC Ancillary
Terrestrial
Component
(ATC) Leasing

29

One Dot Six Corp (Lessee) WPYQ831 BC - 1670-1675 10/01/2023
(L000007295) MHz Band,
Market Area

Experimental Authorization

Licensee Call Sign Expiration Date
LightSquared Subsidiary LLC, WH2XDX 6/01/2016
Debtor-in-Possession

30

Attachment C

LightSquared Organizational Charts Upon Effective Date of Reorganization Plan

32

Attachment D

Reorganization Plan as Confirmed by the Bankruptcy Court on March 27, 2015

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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
LIGHTSQUARED INC., et al., ) Case No. 12-12080 (SCC)
)
Debtors. 1 ) Jointly Administered
)

MODIFIED SECOND AMENDED JOINT PLAN PURSUANT TO CHAPTER 11 OF
BANKRUPTCY CODE

MILBANK, TWEED, HADLEY & KASOWITZ, BENSON, TORRES &
MCCLOY LLP FRIEDMAN LLP
One Chase Manhattan Plaza 1633 Broadway
New York, New York 10005 New York, New York 10019
(212) 530-5000 (212) 506-1700
Counsel for the Debtors Counsel for Harbinger Capital Partners LLC

FRIED, FRANK, HARRIS, SHRIVER & STROOCK & STROOCK & LAVAN LLP
JACOBSON LLP 180 Maiden Lane
One New York Plaza New York, New York 10038
New York, New York 10004 (212) 806-5400
(212) 859-8000 Counsel for Fortress Credit Opportunities
Counsel for Centerbridge Partners, L.P. Advisors LLC

Dated: New York, New York
March 26, 2015

1
The debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal or foreign tax or
registration identification number, are: LightSquared Inc. (8845), LightSquared Investors Holdings Inc. (0984),
One Dot Four Corp. (8806), One Dot Six Corp. (8763), SkyTerra Rollup LLC (N/A), SkyTerra Rollup Sub LLC
(N/A), SkyTerra Investors LLC (N/A), TMI Communications Delaware, Limited Partnership (4456),
LightSquared GP Inc. (6190), LightSquared LP (3801), ATC Technologies, LLC (3432), LightSquared Corp.
(1361), LightSquared Finance Co. (6962), LightSquared Network LLC (1750), LightSquared Inc. of Virginia
(9725), LightSquared Subsidiary LLC (9821), Lightsquared Bermuda Ltd. (7247), SkyTerra Holdings (Canada)
Inc. (0631), SkyTerra (Canada) Inc. (0629), and One Dot Six TVCC Corp. (0040). The location of the debtors’
corporate headquarters is 10802 Parkridge Boulevard, Reston, VA 20191.

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TABLE OF CONTENTS

Page
ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, AND GOVERNING LAW ................................2
A. Defined Terms ...................................................................................................2
B. Rules of Interpretation .....................................................................................31
C. Computation of Time.......................................................................................32
D. Governing Law ................................................................................................32
E. Reference to Monetary Figures........................................................................32
F. Approval Rights Over Plan Documents...........................................................32
G. Rights of the Debtors Under the Plan ..............................................................33
H. Nonconsolidated Plan ......................................................................................33
ARTICLE II. ADMINISTRATIVE CLAIMS, ACCRUED PROFESSIONAL
COMPENSATION
CLAIMS, DIP CLAIMS, PRIORITY TAX CLAIMS, AND
U.S. TRUSTEE FEES......................................................................................33
A. Administrative Claims .....................................................................................33
B. Accrued Professional Compensation Claims...................................................35
C. DIP Inc. Claims................................................................................................36
D. DIP LP Claims .................................................................................................37
E. New Inc. DIP Claims .......................................................................................37
F. New LP DIP Claims.........................................................................................37
G. Priority Tax Claims..........................................................................................37
H. Payment of Statutory Fees ...............................................................................38
ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND
EQUITY INTERESTS.....................................................................................38
A. Summary..........................................................................................................38
B. Classification and Treatment of Claims and Equity Interests..........................38
C. Special Provision Governing Unimpaired Claims and Equity
Interests ............................................................................................................50
D. Acceptance or Rejection of Plan......................................................................50
E. Elimination of Vacant Classes .........................................................................51
F. Confirmation Pursuant to Section 1129(b) of Bankruptcy Code.....................51
G. Controversy Concerning Impairment ..............................................................51
ARTICLE IV. MEANS FOR IMPLEMENTATION OF PLAN ............................................51
A. Sources of Consideration for Plan Distributions .............................................51
B. Plan Transactions .............................................................................................52
C. Issuance of New LightSquared Entities Shares; Reinstatement
of Reinstated Intercompany Interests...............................................................59
D. Section 1145 and Other Exemptions................................................................59
E. Listing of New LightSquared Entities Shares; Reporting
Obligations.......................................................................................................60
i

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F. New LightSquared Interest Holders Agreement..............................................60
G. Indemnification Provisions in Reorganized Debtors
Governance Documents ...................................................................................61
H. Management Incentive Plan.............................................................................61
I. Corporate Governance .....................................................................................61
J. Vesting of Assets in Reorganized Debtors ......................................................62
K. Cancellation of Securities and Agreements .....................................................62
L. Corporate Existence .........................................................................................63
M. Corporate Action..............................................................................................64
N. Effectuating Documents; Further Transactions ...............................................64
O. Exemption from Certain Taxes and Fees.........................................................65
P. Preservation, Transfer, and Waiver of Rights of Action .................................65
Q. Assumption of D&O Liability Insurance Policies ...........................................66
R. Employee and Retiree Benefits........................................................................66
ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES ...................................................................................67
A. Assumption and Rejection of Executory Contracts and
Unexpired Leases.............................................................................................67
B. Claims Based on Rejection of Executory Contracts or
Unexpired Leases.............................................................................................68
C. Cure of Defaults for Executory Contracts and Unexpired
Leases Assumed Pursuant to Plan....................................................................69
D. Pre-existing Obligations to Debtors Under Executory Contracts
and Unexpired Leases ......................................................................................70
E. Intercompany Contracts, Contracts, and Leases Entered into
After Petition Date, Assumed Executory Contracts, and
Unexpired Leases.............................................................................................70
F. Modifications, Amendments, Supplements, Restatements, or
Other Agreements ............................................................................................70
G. Postpetition Contracts and Leases ...................................................................71
H. Reservation of Rights.......................................................................................71
I. Nonoccurrence of Effective Date.....................................................................71
ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ..........................................72
A. Distribution Record Date .................................................................................72
B. Timing and Calculation of Amounts To Be Distributed..................................72
C. Disbursing Agent .............................................................................................73
D. Rights and Powers of Disbursing Agent..........................................................73
E. Plan Distributions on Account of Claims and Equity Interests
Allowed After Effective Date ..........................................................................74
F. Delivery of Plan Distributions and Undeliverable or Unclaimed
Plan Distributions.............................................................................................74
G. Compliance with Tax Requirements/Allocations ............................................76
H. Setoffs ..............................................................................................................76
I. Recoupment .....................................................................................................77

ii

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J. Claims Paid or Payable by Third Parties .........................................................77
ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT,
UNLIQUIDATED,
AND DISPUTED CLAIMS AND DISPUTED EQUITY
INTERESTS ....................................................................................................78
A. Allowance of Claims and Equity Interests.......................................................78
B. Claims and Equity Interests Administration Responsibilities .........................78
C. Estimation of Claims or Equity Interests .........................................................79
D. Expungement or Adjustment to Claims or Equity Interests
Without Objection............................................................................................79
E. No Interest........................................................................................................80
F. Deadline To File Objections to Claims or Equity Interests .............................80
G. Disallowance of Claims or Equity Interests.....................................................80
H. Amendments to Claims....................................................................................81
ARTICLE VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED
PROVISIONS ..................................................................................................81
A. Discharge of Claims and Termination of Equity Interests...............................81
B. Subordinated Claims........................................................................................82
C. Compromise and Settlement of Claims and Controversies .............................82
D. Releases by Debtors.........................................................................................82
E. Exculpation ......................................................................................................83
F. Third-Party Releases by Holders of Claims or Equity Interests ......................84
G. Injunctions........................................................................................................85
H. Release of Liens...............................................................................................86
ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION DATE
AND EFFECTIVE DATE OF PLAN..............................................................86
A. Conditions Precedent to Confirmation Date ....................................................86
B. Conditions Precedent to Effective Date...........................................................87
C. Waiver of Conditions.......................................................................................89
ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF
PLAN ...............................................................................................................89
A. Modification and Amendments........................................................................89
B. Effect of Confirmation on Modifications ........................................................90
C. Revocation or Withdrawal of Plan...................................................................90
D. Validity of Certain Plan Transactions If Effective Date Does
Not Occur.........................................................................................................90
ARTICLE XI. RETENTION OF JURISDICTION.................................................................91
ARTICLE XII. MISCELLANEOUS PROVISIONS................................................................93
A. Immediate Binding Effect................................................................................93
B. Additional Documents .....................................................................................94
C. Reservation of Rights.......................................................................................94

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D. Successors and Assigns....................................................................................94
E. Service of Documents ......................................................................................94
F. Term of Injunctions or Stays............................................................................96
G. Plan Supplement ..............................................................................................96
H. Entire Agreement .............................................................................................96
I. Non-severability of Plan Provisions ................................................................96
J. Votes Solicited in Good Faith..........................................................................97
K. Waiver or Estoppel ..........................................................................................97
L. Conflicts...........................................................................................................97

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INTRODUCTION

Fortress, Centerbridge, Harbinger, and the Debtors, as the Plan Proponents, hereby
respectfully propose the following joint chapter 11 plan for the resolution of outstanding claims
against, and interests in, the Debtors pursuant to title 11 of the United States Code, 11 U.S.C.
§§ 101-1532. Reference is made to the Disclosure Statement for a discussion of the Debtors’
history, businesses, assets, results of operations, and projections of future operations, as well as a
summary and description of the Plan and certain related matters. The Plan may be altered,
amended, modified, revoked, or withdrawn in accordance with, and subject in all respects to, the
terms of the Plan Support Agreement and the Plan, or, in the case of the Debtors, the terms of the
Plan only, prior to its substantial consummation.

Among other things, the Plan provides for the satisfaction in full of all Allowed Claims
against the Debtors, provides for a recovery to Holders of Existing Inc. Preferred Stock and
Existing LP Preferred Units and resolves certain significant issues between the LP Debtors’
Estates and the Inc. Debtors’ Estates. The Plan is the product of months of mediation and
significant negotiations and efforts by the various key constituents in the Chapter 11 Cases, as
well as the mediator appointed by the Bankruptcy Court, to broker as much consensus as
possible and develop a restructuring plan that will achieve maximum returns for the Estates and
stakeholders. Significantly, the Plan is a joint plan for both the Inc. Estates and the LP Estates,
which, as numerous parties have consistently stated, is the best means to maximize value for the
benefit of all Holders of Claims and Equity Interests and avoids potential litigation over
numerous issues that would otherwise arise between the stakeholders of the Inc. Estates and the
stakeholders of the LP Estates.

The New Investors, through the provision of new equity investments, new debtor in
possession financing and the purchase of certain DIP Claims, are providing the Debtors with
additional liquidity to fund the Debtors’ operations through the Effective Date and to repay in
full the Allowed DIP Inc. Claims and the Allowed DIP LP Claims. Additionally, as set forth
herein, the Plan contemplates, among other things, (a) a first lien exit financing facility of $1.25
billion, (b) the issuance of new debt and equity instruments, (c) the assumption of certain
liabilities, and (d) the preservation of the Debtors’ litigation claims.

Upon their emergence from bankruptcy, the Reorganized Debtors will have a sustainable
capital structure and will be stronger and better positioned to avail themselves of significant
upside value of the pending spectrum license modification applications. The Plan Proponents
accordingly believe that the Plan is the highest and best restructuring offer available to the
Debtors that will maximize the value of the Estates for the benefit of the Debtors’ creditors and
equity holders.

ALL HOLDERS OF CLAIMS OR EQUITY INTERESTS ENTITLED TO VOTE ON
THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE
STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE
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ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, AND GOVERNING LAW

A. Defined Terms

Unless the context otherwise requires, the following terms shall have the following
meanings when used in capitalized form herein:

1. “Accrued Professional Compensation Claims” means, at any given moment, all
accrued fees and expenses (including success fees) for services rendered by all Professionals
through and including the Effective Date, to the extent such fees and expenses have not been
paid and regardless of whether a fee application has been Filed for such fees and expenses, but in
all events subject to estimation as provided in Section VII.C hereof. To the extent that the
Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s fees or
expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the
applicable Accrued Professional Compensation Claim.

2. “Acquired DIP Inc. Claims” means, collectively, the Fortress/Centerbridge
Acquired DIP Inc. Claims and the JPM Acquired DIP Inc. Claims.

3. “Acquired Inc. Facility Claims” means the Allowed Prepetition Inc. Facility
Non-Subordinated Claims (inclusive of principal, Inc. Facility Prepetition Interest, and Inc.
Facility Postpetition Interest allocable to the Inc. Facility Non-Subordinated Claims accrued
through the Inc. Facilities Claims Purchase Closing Date but exclusive of the Prepetition Inc.
Facility Repayment Premium and the Prepetition Inc. Fee Claims) purchased for Cash in an
amount equal to the Acquired Inc. Facility Claims Purchase Price by SIG from the Prepetition
Inc. Facility Claims Sellers on the Inc. Facilities Claims Purchase Closing Date pursuant to, and
subject to the terms and conditions of, the JPM Inc. Facilities Claims Purchase Agreement.

4. “Acquired Inc. Facility Claims Purchase Price” means an amount equal to the
Allowed amount of the Prepetition Inc. Facility Non-Subordinated Claims inclusive of principal,
Inc. Facility Prepetition Interest, and Inc. Facility Postpetition Interest allocable to the
Prepetition Inc. Facility Non-Subordinated Claims accrued through the Inc. Facilities Claims
Purchase Closing Date but exclusive of the Prepetition Inc. Facility Repayment Premium and the
Prepetition Inc. Fee Claims, and which amount as of January 15, 2015 equals $337,879,725.54
(which shall increase on a per diem basis through and including the Inc. Facilities Claims
Purchase Closing Date to account for the Inc. Facility Postpetition Interest allocable to the
Prepetition Inc. Facility Non-Subordinated Claims accrued from January 16, 2015 through the
Inc. Facilities Claims Purchase Closing Date).

5. “Administrative Claim” means a Claim for costs and expenses of administration
pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including:
(a) the actual and necessary costs and expenses incurred after the Petition Date and through the
Effective Date of preserving the Estates and operating the businesses of the Debtors (including
wages, salaries, or commissions for services, and payments for goods and other services and
leased premises); (b) compensation for legal, financial advisory, accounting, and other services,
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and reimbursement of expenses pursuant to sections 328, 330(a), or 331 of the Bankruptcy Code
or otherwise for the period commencing on the Petition Date and ending on the Effective Date,
including Accrued Professional Compensation Claims; (c) all fees and charges assessed against
the Estates pursuant to chapter 123 of the Judicial Code, including the U.S. Trustee Fees; (d) the
DIP Claims; (e) all requests for compensation or expense reimbursement for making a
substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of
the Bankruptcy Code; (f) any and all KEIP Payments; (g) the Prepetition Inc. Fee Claims; (h) the
DIP Inc. Fee Claims; (i) all indemnification claims arising from the postpetition services of the
directors serving on the special committee of the boards of directors for LightSquared Inc. and
LightSquared GP Inc., as approved by the Bankruptcy Court pursuant to the Final Order (I)
Approving Compensation for Independent Directors, (II) Authorizing Administrative Expense
Priority for Indemnification Claims Arising From Postpetition Services of Independent
Directors, and (III) Granting Related Relief [Docket No. 897]; and (j) any fees and expenses that
are earned and payable pursuant to the New DIP Facilities, the Working Capital Facility, the
Plan, and the other Plan Documents, including the New Investor Fee Claims.

6. “Administrative Claims Bar Date” means the deadline for filing requests for
payment of Administrative Claims, which shall be thirty (30) days after the Effective Date.

7. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

8. “Allowed” means, with respect to Claims, any Claim that (a) is evidenced by a
Proof of Claim Filed by the applicable Claims Bar Date or that is not required to be evidenced by
a Filed Proof of Claim under the Bankruptcy Code or a Final Order, (b) is listed on the Schedules
as of the Effective Date as not contingent, not unliquidated, and not disputed, and for which no
Proof of Claim has been timely Filed, (c) has been compromised, settled, or otherwise resolved
pursuant to the authority granted to the Debtors by a Final Order of the Bankruptcy Court, or (d)
is Allowed pursuant to the Plan or a Final Order; provided, however, that with respect to any
Claim described in clauses (a) or (b) above, such Claim shall be considered Allowed only if, and
to the extent that, with respect to any Claim, no objection to the allowance thereof, request for
estimation, motion to deem the Schedules amended, or other challenge has been interposed
within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules, or the Bankruptcy Court, if any, or such a challenge is so interposed and the Claim shall
have been Allowed for distribution purposes only by a Final Order. Any Claim that has been or
is hereafter listed on the Schedules as contingent, unliquidated, or disputed, and for which no
Proof of Claim has been timely Filed, is not considered Allowed and shall be expunged without
further action by the Debtors or the Reorganized Debtors and without any further notice to or
action, order, or approval of the Bankruptcy Court. Notwithstanding anything to the contrary
herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed
Allowed unless and until such Entity pays in full the amount that it owes such Debtor or
Reorganized Debtor, as applicable. In addition, “Allowed” means, with respect to any Equity
Interest, such Equity Interest is reflected as outstanding (other than any such Equity Interest held
by any Debtor or any subsidiary of a Debtor) in the stock transfer ledger or similar register of the
applicable Debtor on the Distribution Record Date and is not subject to any objection or
challenge.

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9. “Alternative Transaction” means any agreement, chapter 11 plan, sale, winding
up, liquidation, reorganization, merger, or restructuring of the Debtors other than the Plan that
pays in full in Cash (unless a particular Holder of Claims or Equity Interests is offered to be paid
in full in Cash and agrees to different treatment in lieu of being paid in full in Cash) all Claims
against, or Equity Interests in, the Debtors other than those set forth in Classes 13-
16B; provided, however, that to the extent that such Alternative Transaction that pays in full in
Cash all Claims against, or Equity Interests in, the Debtors (other than (i) those set forth in
Classes 13-16B and (ii) in accordance with the foregoing parenthetical, with respect to those
Holders of Claims or Equity Interests who have agreed to different treatment in lieu of being
paid in full in Cash) is proposed, sponsored, funded, arranged, or otherwise supported by the
Holder of a Claim or Equity Interest or such Holder’s equity owner or affiliate (including as to
SPSO, any SPSO Affiliate), such Holder’s Claim or Equity Interest (as applicable) shall not be
required to be paid (or be offered to be paid) in full in Cash.

10. “Appeal” means that certain cause of action captioned Harbinger Capital
Partners LLC, HGW US Holding Company LP, Blue Line DZM Corp., and Harbinger Capital
Partners SP, Inc. v. SP Special Opportunities LLC, DISH Network Corporation, EchoStar
Corporation, Charles W. Ergen, Sound Point Capital Management LP, and Stephen Ketchum,
No. 14-MC-00234 (S.D.N.Y. filed June 19, 2014).

11. “Assets” means all rights, titles, and interest of the Debtors of any nature in
property of any kind, wherever located, as specified in section 541 of the Bankruptcy Code.

12. “Avoidance Actions” means any and all actual or potential claims and causes of
action to avoid a transfer of property or an obligation incurred by the Debtors pursuant to any
applicable section of the Bankruptcy Code, including sections 502, 510, 542, 544, 545, 547-553,
and 724(a) of the Bankruptcy Code, or under similar or related state or federal statutes and
common law, including fraudulent transfer laws.

13. “Ballot” means the ballot upon which Holders of Claims or Equity Interests
entitled to vote shall cast their vote to accept or reject the Plan.

14. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-
1532, as applicable to the Chapter 11 Cases, as may be amended from time to time.

15. “Bankruptcy Court” means the United States Bankruptcy Court for the Southern
District of New York having jurisdiction over the Chapter 11 Cases, and, to the extent of the
withdrawal of any reference under section 157 of the Judicial Code or the General Order of the
District Court pursuant to section 151 of the Judicial Code, the United States District Court for
the Southern District of New York.

16. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as
applicable to the Chapter 11 Cases, promulgated under section 2075 of the Judicial Code and the
general, local, and chambers rules of the Bankruptcy Court.

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17. “Bid Procedures Order” means the Order (A) Establishing Bid Procedures, (B)
Scheduling Date and Time for Auction, (C) Approving Assumption and Assignment Procedures,
(D) Approving Form of Notice, and (E) Granting Related Relief [Docket No. 892].

18. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday”
(as defined in Bankruptcy Rule 9006(a)).

19. “Canadian Court” means the Ontario Superior Court of Justice (Commercial
List) having jurisdiction over the CCAA Proceedings.

20. “Canadian Proceeding” means the proceedings commenced with respect to the
Chapter 11 Cases in the Canadian Court pursuant to Part IV of the Companies’ Creditors
Arrangement Act.

21. “Cash” means the legal tender of the United States of America or the equivalent
thereof.

22. “Causes of Action” means any claim, cause of action, controversy, demand,
right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account,
defense, offset, power, privilege, license, and franchise of any kind or character whatsoever,
known, unknown, contingent or non-contingent, matured or unmatured, suspected or
unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable
directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in
tort, in law or in equity, or pursuant to any other theory of law. For purposes of clarity, Causes of
Action includes, without limitation, the following: (a) any right of setoff, counterclaim, or
recoupment and any claim on contracts or for breaches of duties imposed by law or in equity; (b)
the right to object to Claims or Equity Interests; (c) any claim pursuant to section 362 of the
Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury and any
other defenses set forth in section 558 of the Bankruptcy Code; (e) any Avoidance Actions; and
(f) any cause of action listed on the Schedule of Retained Causes of Action.

23. “CCAA Proceedings” means the proceedings commenced by LightSquared LP,
in its capacity as foreign representative of the Debtors pursuant to Part IV of the Companies’
Creditors Arrangement Act, R.S.C. 1985, c.C-36.

24. “Centerbridge” means Centerbridge Partners, L.P. on behalf of certain of its
affiliated funds.

25. “Certificate” means any instrument evidencing a Claim or an Equity Interest.

26. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor or
group of Debtors, the chapter 11 case or cases pending for that Debtor or group of Debtors under
chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to
all Debtors, the jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy
Court.

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27. “Claim” means any claim against a Debtor as defined in section 101(5) of the
Bankruptcy Code.

28. “Claims and Equity Interests Objection Bar Date” means the deadline for
objecting to a Claim or Equity Interest, which shall be on the date that is the later of (a) six (6)
months after the Effective Date and (b) such later period of limitation as may be specifically
fixed by an order of the Bankruptcy Court.

29. “Claims and Solicitation Agent” means Kurtzman Carson Consultants LLC, the
notice, claims, solicitation, and balloting agent retained by the Debtors in the Chapter 11 Cases.

30. “Claims Bar Date” means, with reference to a Claim, the date by which Proofs of
Claim must be or must have been Filed with respect to such Claim, as ordered by the Bankruptcy
Court pursuant to the Claims Bar Date Order or another Final Order of the Bankruptcy Court.

31. “Claims Bar Date Order” means the Order Pursuant to 11 U.S.C. § 502(b)(9)
and Fed. R. Bankr. P. 2002 and 3003(c)(3) Establishing Deadlines for Filing Proofs of Claim
and Procedures Relating Thereto and Approving Form and Manner of Notice Thereof [Docket
No. 266].

32. “Claims Register” means the official register of Claims maintained by the
Claims and Solicitation Agent.

33. “Class” means a category of Holders of Claims or Equity Interests as set forth in
Article III hereof pursuant to section 1122(a) of the Bankruptcy Code.

34. “Collateral” means any property or interest in property of the Estates subject to a
Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance or
otherwise invalid under the Bankruptcy Code or applicable non-bankruptcy law.

35. “Confirmation” means the entry of the Confirmation Order on the docket of the
Chapter 11 Cases.

36. “Confirmation Date” means the date upon which the Bankruptcy Court enters
the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of
Bankruptcy Rules 5003 and 9021.

37. “Confirmation Hearing” means the hearing held by the Bankruptcy Court on the
Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may
be continued from time to time.

38. “Confirmation Hearing Date” means the date of the commencement of the
Confirmation Hearing.

39. “Confirmation Order” means the order of the Bankruptcy Court confirming the
Plan pursuant to section 1129 of the Bankruptcy Code, and granting other related relief, in form
and substance satisfactory to each of the New Investors, the Debtors, and MAST (solely with

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respect to those provisions of the Confirmation Order that relate to MAST Terms) and
reasonably satisfactory to MAST as to all other provisions of the Confirmation Order.

40. “Confirmation Recognition Order” means an order of the Canadian Court,
which shall be in form and substance satisfactory to each of the New Investors, the Debtors, and
MAST (solely with respect to those provisions of the Confirmation Recognition Order that relate
to MAST Terms) and reasonably satisfactory to MAST as to all other provisions of the
Confirmation Recognition Order, recognizing the entry of the Confirmation Order and vesting in
the Reorganized Debtors all of the Debtors’ rights, titles, and interest in and to the Assets that are
owned, controlled, regulated, or situated in Canada, free and clear of all Liens, Claims, charges,
interests, or other encumbrances, in accordance with applicable law.

41. “Consummation” means the occurrence of the Effective Date.

42. “Cure Costs” means all amounts (or such lesser amount as may be agreed upon
by the parties under an Executory Contract or Unexpired Lease) required to cure any monetary
defaults under any Executory Contract or Unexpired Lease that is to be assumed, or assumed and
assigned, by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.

43. “D&O Liability Insurance Policies” means all insurance policies of any of the
Debtors for directors’, managers’, and officers’ liability.

44. “Debtor” means one of the Debtors, in its individual capacity as a debtor in these
Chapter 11 Cases.

45. “Debtors” means, collectively, the Inc. Debtors and the LP Debtors.

46. “DIP Agents” means the DIP Inc. Agent and the New DIP Agents.

47. “DIP Claim” means a DIP Inc. Claim, a DIP LP Claim, or a New DIP Claim.

48. “DIP Facilities” means the DIP Inc. Facility, the DIP LP Facility, and the New
DIP Facilities.

49. “DIP Inc. Agent” means U.S. Bank National Association, as Arranger,
Administrative Agent, and Collateral Agent under the DIP Inc. Credit Agreement.

50. “DIP Inc. Borrower” means One Dot Six Corp., as borrower under the DIP Inc.
Credit Agreement.

51. “DIP Inc. Claim” means a Claim held by the DIP Inc. Agent or DIP Inc. Lenders
arising under or related to the DIP Inc. Facility, including, without limitation, all principal,
interest, default interest, commitment fees, and exit fees provided for thereunder.

52. “DIP Inc. Claims Sellers” means the Holders of JPM Acquired DIP Inc. Claims
and the Fortress/Centerbridge Acquired DIP Inc. Claims immediately prior to the Inc. Facilities
Claims Purchase Closing Date.

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53. “DIP Inc. Credit Agreement” means that certain Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement, dated as of July 19, 2012 (as amended, supplemented,
restated, or otherwise modified from time to time in accordance with the terms thereof), among
the DIP Inc. Obligors, the DIP Inc. Agent, and the DIP Inc. Lenders.

54. “DIP Inc. Facility” means that certain debtor in possession credit facility
provided in connection with the DIP Inc. Credit Agreement and DIP Inc. Order.

55. “DIP Inc. Fee Claims” means all Claims for the reasonable, actual documented
fees and expenses of the DIP Inc. Lenders and the DIP Inc. Agent, including, but not limited to,
the fees and expenses of financial advisors and counsel, in each case to the extent payable
pursuant to the DIP Inc. Order.

56. “DIP Inc. Guarantors” means LightSquared Inc., One Dot Four Corp., and One
Dot Six TVCC Corp., as guarantors under the DIP Inc. Credit Agreement.

57. “DIP Inc. Lenders” means the lenders party to the DIP Inc. Credit Agreement
from time to time.

58. “DIP Inc. Obligors” means the DIP Inc. Borrower and the DIP Inc. Guarantors.

59. “DIP Inc. Order” means the Final Order, Pursuant to 11 U.S.C. §§ 105, 361,
362, 363, 364, and 507, (A) Authorizing Inc. Obligors To Obtain Postpetition Financing, (B)
Granting Liens and Providing Superpriority Administrative Expense Status, (C) Granting
Adequate Protection, and (D) Modifying Automatic Stay [Docket No. 224] (as amended,
supplemented, or modified from time to time in accordance with the terms thereof).

60. “DIP Lenders” means the DIP Inc. Lenders, the DIP LP Lenders, and the New
DIP Lenders.

61. “DIP LP Borrower” means LightSquared LP, as borrower under the DIP LP
Facility.

62. “DIP LP Claim” means a Claim held by the DIP LP Lenders arising under or
related to the DIP LP Facility, including, without limitation, all principal, interest, default
interest, and fees provided for thereunder.

63. “DIP LP Facility” means that certain debtor in possession credit facility provided
in connection with the DIP LP Order and related documents.

64. “DIP LP Lenders” means the lenders under the DIP LP Facility from time to
time.

65. “DIP LP Order” means the Final Order (A) Authorizing LP DIP Obligors To
Obtain Seventh Replacement Superpriority Senior Secured Priming Postpetition Financing, (B)
Granting Superpriority Liens and Providing Superpriority Administrative Expense Status, (C)
Granting Adequate Protection, and (D) Modifying Automatic Stay [Docket No. 1927] (as
amended, supplemented, or modified from time to time in accordance with the terms thereof).
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66. “Disbursing Agent” means, for Plan Distributions made prior to the Effective
Date, the Debtors or the DIP Inc. Agent, to the extent it makes or facilitates Plan Distributions,
and, for Plan Distributions made on or after the Effective Date, the Reorganized Debtors, or the
Entity or Entities designated by the Reorganized Debtors, as applicable, to make or facilitate
Plan Distributions pursuant to the Plan on or after the Effective Date, including, without
limitation, the Prepetition Inc. Agent or the Prepetition LP Agent to the extent they make or
facilitate Plan Distributions.

67. “Disclosure Statement” means, collectively, (a) the Specific Disclosure
Statement and (b) the General Disclosure Statement (as either may be amended, supplemented,
or modified from time to time, including all exhibits and schedules thereto and references therein
that relate to the Plan, in each case, in accordance with the terms of the Plan Support Agreement
or, in the case of the Debtors, the terms of the Plan).

68. “Disclosure Statement Order” means the order or orders entered by the
Bankruptcy Court in the Chapter 11 Cases, in form and substance satisfactory to each of the New
Investors, MAST, and the Debtors, (a) approving the Disclosure Statement as containing
adequate information required under section 1125 of the Bankruptcy Code and Bankruptcy Rule
3017, and (b) authorizing the use of the Disclosure Statement for soliciting votes on the Plan.

69. “Disclosure Statement Recognition Order” means the order or orders of the
Canadian Court, which shall be in form and substance satisfactory to each of the New Investors,
MAST, and the Debtors, recognizing the entry of the Disclosure Statement Order.

70. “Disputed” means, with respect to any Claim or Equity Interest, any Claim or
Equity Interest that is not yet Allowed.

71. “Disputed Claims and Equity Interests Reserve” means a reserve to be held by
New LightSquared for the benefit of each Holder of a Disputed Claim or Equity Interest, in an
amount equal to the Plan Distributions such Disputed Claim or Equity Interest would be entitled
to on the Effective Date if such Disputed Claim or Equity Interest were Allowed in its full
amount on the Effective Date.

72. “Distribution Record Date” means: (a) for the DIP Inc. Claims, the Inc.
Facilities Claims Purchase Closing Date; (b) for the DIP LP Claims, the New LP DIP Closing
Date; (c) for the Acquired Inc. Facility Claims and the New DIP Claims, the Effective Date; and
(d) for all other Claims and Equity Interests, the Voting Record Date.

73. “Effective Date” means the date selected by the New Investors (upon agreement
of all of the New Investors) and the Debtors, that is a Business Day after the Confirmation Date
on which (a) no stay of the Confirmation Order is in effect and (b) all conditions precedent
specified in Section IX.B hereof have been satisfied or waived (in accordance with Section IX.C
hereof).

74. “Effective Date Investments” means the cash investments to be provided by
certain of the New Investors to New LightSquared in the aggregate principal amount of

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$89,500,175.01, of which Fortress shall contribute $68,391,643.16 and Centerbridge shall
contribute $21,108,531.85.

75. “Eligible Transferee” means any Person that is not a Prohibited Transferee.

76. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

77. “Equity Interest” means any equity security (as defined in section 101(16) of the
Bankruptcy Code) in a Debtor, including any issued or unissued share of common stock,
preferred stock, or other instrument evidencing an ownership interest in a Debtor, whether or not
transferable, including membership interests in limited liability companies and partnership
interests in partnerships, and any option, warrant or right, contractual or otherwise, to acquire
any such interest in a Debtor that existed immediately prior to the Effective Date, any award of
stock options, restricted stock units, equity appreciation rights, restricted equity, or phantom
equity granted to an existing employee of the Debtors pursuant to any equity plan maintained by
the Debtors or under any existing employment agreement of the Debtors’ existing employees,
any Existing Shares, and any Claim against the Debtors subject to subordination pursuant to
section 510(b) of the Bankruptcy Code arising from or related to any of the foregoing.

78. “Estate” means the bankruptcy estate of any Debtor created by section 541 of the
Bankruptcy Code upon the commencement of the Chapter 11 Cases.

79. “Exculpated Party” means a Released Party.

80. “Executory Contract” means a contract to which one or more of the Debtors is a
party that is subject to assumption, assumption and assignment, or rejection under sections 365
or 1123 of the Bankruptcy Code.

81. “Existing Inc. Common Stock” means the Equity Interests in LightSquared Inc.
(other than the Existing Inc. Preferred Stock).

82. “Existing Inc. Preferred Stock” means the Existing Inc. Series A Preferred
Stock and Existing Inc. Series B Preferred Stock.

83. “Existing Inc. Series A Preferred Stock” means the outstanding shares of
Convertible Series A Preferred Stock issued by LightSquared Inc.

84. “Existing Inc. Series B Preferred Stock” means the outstanding shares of
Convertible Series B Preferred Stock issued by LightSquared Inc.

85. “Existing LP Common Units” means the outstanding common units issued by
LightSquared LP.

86. “Existing LP Preferred Units” means the outstanding non-voting Series A
Preferred Units issued by LightSquared LP.

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87. “Existing LP Preferred Units Distribution Amount” means the outstanding
liquidation preference of the Existing LP Preferred Units as of the Effective Date (excluding any
prepayment or redemption premium).

88. “Existing Shares” means all Equity Interests related to Existing Inc. Common
Stock, Existing Inc. Preferred Stock, Existing LP Common Units, Existing LP Preferred Units,
and Intercompany Interests.

89. “Exit Intercreditor Agreement” means that certain Intercreditor Agreement,
dated on or before the Effective Date, between the Working Capital Lenders, the Second Lien
Exit Term Lenders, the agents under the Working Capital Facility and the Second Lien Exit
Facility, and the other relevant Entities governing, among other things, the respective rights,
remedies, and priorities of claims and security interests held by the Working Capital Lenders, the
Second Lien Exit Term Lenders, the agents and the other relevant Entities under the Working
Capital Facility and the Second Lien Exit Facility, under the Working Capital Facility Credit
Agreement and the Second Lien Exit Credit Agreement.

90. “Expense Reimbursement” means the (i) “Inc. Expense Reimbursement,” but
solely to the extent such Inc. Expense Reimbursement has not yet been paid or is not subject to
payment in connection with a prior order of the Bankruptcy Court, and (ii) “LP Expense
Reimbursement,” in each case, as such term is used in the Bid Procedures Order.

91. “FCC” means the Federal Communications Commission.

92. “FCC Action” means that certain cause of action captioned Harbinger Capital
Partners, LLC, et al. v. United States of America, Civil Action No. 14-cv-00597 (Fed. Cl. 2014).

93. “FCC Objectives” means that: (a) the Debtors shall have FCC authority to (i)
provide terrestrial communications in the United States on 20 MHz of uplink spectrum
comprised of 10 MHz nominally between 1627-1637 MHz and 10 MHz nominally between
1646-1656 MHz, and 10 MHz of downlink spectrum comprised of 5 MHz at 1670-1675 MHz
(under the One Dot Six Lease) and 5 MHz at 1675-1680 MHz, (ii) operate in those band
segments at transmit power levels commensurate with existing terrestrially-based 4th generation
LTE wireless communications networks, and (iii) provide terrestrial signal coverage of (A) 290
million total POPs calculated on a weighted-average basis over the nominal 1627-1637 MHz and
1646-1656 MHz bands and (B) 265 million total POPs calculated on a weighted-average basis
over the 1670-1680 MHz band; (b) any build out conditions that may be imposed by the FCC on
the Debtors shall be no more onerous than those in effect for DISH Network Corporation’s
AWS-4 spectrum as of December 2012; and (c) any specific restrictions that may be imposed by
the FCC on the Debtors regarding their possible sale to future buyers must not preclude a sale to
AT&T Inc., Verizon Communications Inc., T-Mobile USA, Inc., or Sprint Corporation.

94. “Federal Judgment Rate” means the federal judgment rate in effect as of the
Petition Date.

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95. “File,” “Filed,” or “Filing” means file, filed, or filing with (i) the Bankruptcy
Court or its authorized designee in the Chapter 11 Cases or (ii) the Canadian Court, as
applicable.

96. “Final Order” means, as applicable, an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction (including the Canadian Court) with respect to the
relevant subject matter, which has not been reversed, stayed, modified, or amended, and as to
which the time to appeal or seek certiorari or leave to appeal has expired and no appeal or
petition for certiorari or motion for leave to appeal has been timely taken, or as to which any
appeal that has been taken or any petition for certiorari or motion for leave to appeal that has
been or may be Filed has been resolved by the highest court to which the order or judgment was
appealed or from which certiorari or leave to appeal was sought; provided, that the possibility
that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under
the Bankruptcy Rules or under the Ontario Rules of Civil Procedure, may be Filed relating to
such order shall not prevent such order from being a Final Order; provided, further, that the New
Investors (upon the consent of each New Investor and the Debtors) reserve the right to waive any
appeal period.

97. “First Day Pleadings” means those certain pleadings Filed by the Debtors on or
around the Petition Date.

98. “Fortress” means Fortress Credit Opportunities Advisors LLC, on behalf of
certain funds and/or accounts managed by it and its affiliates.

99. “Fortress/Centerbridge Acquired DIP Inc. Claims” means DIP Inc. Claims
purchased for Cash by Fortress and Centerbridge from the DIP Inc. Claims Sellers on the Inc.
Facilities Claims Purchase Closing Date pursuant to, and subject to the terms and conditions of,
the Fortress/Centerbridge DIP Inc. Claims Purchase Agreement.

100. “Fortress/Centerbridge DIP Inc. Claims Purchase Agreement” means that
certain purchase agreement to be entered into between Fortress, Centerbridge, and the DIP Inc.
Claims Sellers on terms mutually acceptable to the parties thereto, pursuant to which Fortress
and Centerbridge shall agree to backstop the purchase from the DIP Inc. Claims Sellers of up to
$89,500,175.01 of DIP Inc. Claims.

101. “General Disclosure Statement” means the First Amended General Disclosure
Statement [Docket No. 918].

102. “General Unsecured Claim” means any Claim against any of the Debtors that is
not one of the following Claims: (a) Administrative Claim; (b) Priority Tax Claim; (c) DIP
Claim; (d) Other Priority Claim; (e) Other Secured Claim; (f) Prepetition Inc. Facility Claim; (g)
Prepetition LP Facility Non-SPSO Claim; (h) Prepetition LP Facility SPSO Claim; (i) Prepetition
LP Facility Non-SPSO Guaranty Claim; (j) Prepetition LP Facility SPSO Guaranty Claim; or (i)
Intercompany Claim.

103. “Governmental Unit” has the meaning set forth in section 101(27) of the
Bankruptcy Code.
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104. “GPS Action” means that certain cause of action captioned Harbinger Capital
Partners LLC v. Deere & Co., Case No. 13-cv-5543 (RMB) (S.D.N.Y. 2013).

105. “Harbinger” means Harbinger Capital Partners LLC on behalf of itself and each
of its and its affiliates’ managed funds and/or accounts that hold Claims and/or Equity Interests.

106. “Harbinger Litigations” means, collectively, the Appeal, the FCC Action, the
GPS Action, the RICO Action, and any and all of Harbinger’s rights to commence any New
Action.

107. “Holder” means the Entity holding the beneficial interest in a Claim or Equity
Interest.

108. “Impaired” means, with respect to a Class of Claims or Equity Interests, a Class
of Claims or Equity Interests that is not Unimpaired.

109. “Inc. Debtors” means, collectively, LightSquared Inc., One Dot Four Corp., One
Dot Six Corp., SkyTerra Rollup LLC, SkyTerra Rollup Sub LLC, SkyTerra Investors LLC, One
Dot Six TVCC Corp., LightSquared Investors Holdings Inc., and TMI Communications
Delaware, Limited Partnership.

110. “Inc. Facilities Claims Purchase Closing Date” means the date upon which (a)
all conditions precedent to the consummation of the JPM Inc. Facilities Claims Purchase
Agreement have been waived or satisfied in accordance with the terms thereof, (b) the JPM Inc.
Facilities Claims Purchase Agreement is consummated, and (c) the Allowed DIP Inc. Claims that
are not JPM Acquired DIP Inc. Claims are paid in full in Cash from the proceeds of the Third
Party New Inc. DIP Facility and/or pursuant to the New Investor Commitment Documents, as
applicable. Subject to the terms of the JPM Inc. Facilities Claims Purchase Agreement, such date
shall be no later than one (1) Business Day following the fourteenth (14th) day after entry of the
Confirmation Order, provided that there is no stay of the Confirmation Order in effect at such
time.

111. “Inc. Facility Postpetition Interest” means all interest and/or default interest
(calculated as is set forth in paragraphs E(ii) and 16(b) of the DIP Inc. Order) owed pursuant to
the Prepetition Inc. Loan Documents from and after the Petition Date.

112. “Inc. Facility Prepetition Interest” means all interest and/or default interest
owed pursuant to the Prepetition Inc. Loan Documents prior to the Petition Date.

113. “Inc. General Unsecured Claim” means any General Unsecured Claim asserted
against an Inc. Debtor.

114. “Inc. Other Priority Claim” means any Other Priority Claim asserted against an
Inc. Debtor.

115. “Inc. Other Secured Claim” means any Other Secured Claim asserted against an
Inc. Debtor.

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116. “Industry Canada” means the Canadian Federal Department of Industry, or any
successor or any department or agency thereof, administering the Radiocommunication Act,
R.S.C., 1985, c. R-2, among other statutes, including its staff acting under delegated authority,
and includes the Minister of Industry (Canada) and the Commissioner of Competition (Canada).

117. “Intercompany Claim” means any Claim against a Debtor held by another
Debtor or a non-Debtor Affiliate.

118. “Intercompany Contract” means any agreement, contract, or lease, all parties to
which are Debtors.

119. “Intercompany Interest” means any Equity Interest in a Debtor held by another
Debtor, including the Existing LP Common Units.

120. “Interim Compensation Order” means the Order Authorizing and Establishing
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals
[Docket No. 122], as may have been modified by a Bankruptcy Court order approving the
retention of the Professionals.

121. “JPM Acquired DIP Inc. Claims” means DIP Inc. Claims in the amount of
$41,000,000 purchased for Cash by SIG from the DIP Inc. Claims Sellers on the Inc. Facilities
Claims Purchase Closing Date pursuant to, and subject to the terms and conditions of, the JPM
Inc. Facilities Claims Purchase Agreement.

122. “JPM Inc. Facilities Claims Purchase Agreement” means that certain purchase
agreement to be entered into between SIG, the DIP Inc. Claims Sellers, and the Prepetition Inc.
Facility Claims Sellers on terms mutually acceptable to the parties thereto, pursuant to which
SIG shall purchase (a) from the Prepetition Inc. Facility Claims Sellers the Acquired Inc. Facility
Claims in exchange for the Acquired Inc. Facility Claims Purchase Price and (b) from the DIP
Inc. Claims Sellers the JPM Acquired DIP Inc. Claims in exchange for $41,000,000.

123. “JPM Investment Parties” means SIG, together with any affiliates (but, with
respect to such affiliates, solely with respect to the Credit Trading Group and the Credit Trading
Group’s position in any Claims and/or Equity Interests held through such affiliates, and subject
to the terms of the Plan Support Agreement) of SIG that become party to the Plan Support
Agreement after the date such Plan Support Agreement becomes effective.

124. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1-4001.

125. “KEIP Payments” means any and all amounts payable under (a) the Debtors’ key
employee incentive plan approved by the Bankruptcy Court pursuant to the Order Approving
LightSquared’s Key Employee Incentive Plan [Docket No. 394] or (b) any amended,
supplemented, or other employee incentive plan of the Debtors approved pursuant to an order of
the Bankruptcy Court.

126. “LBAC Break-Up Fee” has the meaning set forth in the Bid Procedures Order.

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127. “License Modification Application” means, collectively, those certain
applications filed by certain of the Debtors with the FCC on or about September 28, 2012,
seeking to modify various of their spectrum licenses to (a) authorize their use of the 1675 – 1680
MHz spectrum band on a shared basis with certain government users, including the National
Oceanic and Atmospheric Administration, (b) permit them to conduct terrestrial operations
“pairing” the 1670-1680 MHz downlink band with two (2) 10 MHz L-band uplink channels in
which they currently are authorized to operate, and (c) permanently relinquish their right to use
the upper 10 MHz of L-band downlink spectrum for terrestrial purposes (that portion of the
spectrum closest to the band designated for Global Positioning System devices).

128. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.

129. “LP Cash Collateral Order” means the Amended Agreed Final Order (a)
Authorizing Debtors To Use Cash Collateral, (b) Granting Adequate Protection to Prepetition
Secured Parties, and (c) Modifying Automatic Stay [Docket No. 544] (as amended,
supplemented, restated, or otherwise modified from time to time in accordance with the terms
thereof).

130. “LP Debtors” means, collectively, LightSquared LP, ATC Technologies, LLC,
LightSquared Corp., LightSquared Finance Co., LightSquared Network LLC, LightSquared Inc.
of Virginia, LightSquared Subsidiary LLC, SkyTerra Holdings (Canada) Inc., SkyTerra (Canada)
Inc., Lightsquared Bermuda Ltd., and LightSquared GP Inc.

131. “LP Facility Postpetition Interest” means all interest owed pursuant to the
Prepetition LP Credit Agreement from and after the Petition Date less the amount of adequate
protection payments made by LightSquared LP during the Chapter 11 Cases pursuant to the LP
Cash Collateral Order (exclusive of Professional Fees (as defined in the LP Cash Collateral
Order) paid in accordance with the LP Cash Collateral Order).

132. “LP Facility Prepetition Interest” means all interest owed pursuant to the
Prepetition LP Loan Documents prior to the Petition Date.

133. “LP Facility Repayment Premium” means the repayment premium due and
owing pursuant to Section 2.10(f) of the Prepetition LP Credit Agreement.

134. “LP General Unsecured Claim” means any General Unsecured Claim asserted
against an LP Debtor.

135. “LP Group” means that certain ad hoc group of Prepetition LP Lenders,
comprised of holders, advisors or affiliates of advisors to holders, or managers of various
accounts with investment authority, contractual authority, or voting authority, of the loans under
the Prepetition LP Credit Agreement, which, for the avoidance of doubt, shall exclude SPSO.

136. “LP Group Advisors” means White & Case LLP, as counsel to the LP Group,
Bennett Jones LLP, as Canadian counsel to the LP Group, and Blackstone Advisory Partners
L.P., as financial advisor to the LP Group.

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137. “LP Group Fee Claims” means all Claims for the reasonable, documented fees
and expenses of the LP Group Advisors.

138. “LP Other Priority Claim” means any Other Priority Claim asserted against an
LP Debtor.

139. “LP Other Secured Claim” means any Other Secured Claim asserted against an
LP Debtor.

140. “Management Incentive Plan” means a post-Effective Date equity incentive
plan approved by the New LightSquared Board subject to the terms of the New LightSquared
Interest Holders Agreement and approved by each of the New Investors, which shall provide for
the issuance of equity and/or equity based awards of New LightSquared (which may include but
are not limited to New LightSquared Common Interests), to certain officers and employees of the
Reorganized Debtors (subject to the terms and conditions of such plan).

141. “MAST” means MAST Capital Management, LLC and its managed funds and
accounts that are DIP Inc. Lenders and Holders of Prepetition Inc. Facility Non-Subordinated
Claims.

142. “MAST Terms” has the meaning set forth in the Plan Support Agreement.

143. “Material Regulatory Request” means any of the following: (a) the License
Modification Application; (b) the Spectrum Allocation Petition for Rulemaking; and (c) the
pending petition for rulemaking in RM-11683.

144. “New Action” means any unasserted claim or Cause of Action arising out of,
relating to, or in connection with, in any manner, the Chapter 11 Cases, the Debtors or the
Debtors’ businesses, or any obligations or securities of, or interests in, the Debtors for things
occurring through and including the date of termination of the Plan Support Agreement.

145. “New DIP Agents” means the New Inc. DIP Agent and the New LP DIP Agent.

146. “New DIP Claim” means a New Inc. DIP Claim or a New LP DIP Claim.

147. “New DIP Closing Dates” means the New Inc. DIP Closing Date and the New
LP DIP Closing Date.

148. “New DIP Credit Agreements” means the New Inc. DIP Credit Agreement and
the New LP DIP Credit Agreement.

149. “New DIP Facilities” means the New Inc. DIP Facility and the New LP DIP
Facility.

150. “New DIP Lenders” means the New Inc. DIP Lenders and the New LP DIP
Lenders.

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151. “New DIP Orders” means orders of the Bankruptcy Court, in forms and
substance satisfactory to each of the New Investors, MAST (solely with respect to any provision
in the New DIP Orders relating to MAST Terms), and the Debtors, approving the New DIP
Facilities (as may be amended, supplemented, or modified from time to time in accordance with
the terms thereof), or amending, supplementing or otherwise modifying the DIP LP Order.

152. “New DIP Recognition Order” means an order of the Canadian Court, which
shall be in form and substance satisfactory to each of the New Investors, MAST (solely with
respect to any provision in the New DIP Recognition Order relating to MAST Terms), and the
Debtors, recognizing the entry of the New DIP Orders to the extent necessary.

153. “New Inc. DIP Agent” means the administrative agent under the New Inc. DIP
Credit Agreement or any successor agent appointed in accordance with the New Inc. DIP Credit
Agreement.

154. “New Inc. DIP Claim” means a Claim held by the New Inc. DIP Agent or New
Inc. DIP Lenders arising under, or related to, New Inc. DIP Loans, including, without limitation,
all outstanding principal, interest, default interest, and fees provided for thereunder.

155. “New Inc. DIP Closing Date” means the date upon which the New Inc. DIP
Credit Agreement shall have been executed by all of the parties thereto, and all conditions
precedent to the consummation thereof shall have been waived or satisfied in accordance with
the terms thereof, and the incurrence of the obligations pursuant to the New Inc. DIP Facility
shall have occurred.

156. “New Inc. DIP Credit Agreement” means that certain senior secured, priming,
superpriority debtor-in-possession credit agreement with respect to the New Inc. DIP Facility to
be entered into among the New Inc. DIP Obligors and the New Inc. DIP Lenders, in form and
substance satisfactory to each of the New Investors and the Debtors.

157. “New Inc. DIP Facility” means, as applicable, either the New Investor New Inc.
DIP Facility or the Third Party New Inc. DIP Facility.

158. “New Inc. DIP Lenders” means the lenders party to the New Inc. DIP Credit
Agreement from time to time.

159. “New Inc. DIP Loans” means the loans to be made, or deemed made, under the
New Inc. DIP Facility.

160. “New Inc. DIP Obligors” means LightSquared Inc., as borrower, and certain of
the other Inc. Debtors, as guarantors, under the New Inc. DIP Credit Agreement.

161. “New Investor Break-Up Fee” means a break-up fee of $200,000,000, which
shall be payable on the following basis: (a) 47.65% to Fortress; (b) 37.65% to SIG; and (c)
14.71% to Centerbridge, allowed and irrevocably payable in Cash only (i) upon the closing of an
Alternative Transaction as per the New Investor Break-Up Fee Order, which order may be the
Confirmation Order, and (ii) if (A) the Plan has not been withdrawn, (B) the Bankruptcy Court

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has not denied Confirmation of the Plan, and (C) as of the Inc. Facilities Claims Purchase
Closing Date, the Plan Support Agreement, the JPM Inc. Facilities Claims Purchase Agreement,
and the New Investor Commitment Documents are in full force and effect, in each case, as to the
New Investors.

162. “New Investor Break-Up Fee Order” means an order of the Bankruptcy Court
approving the New Investor Break-Up Fee in form and substance satisfactory to each of the New
Investors and the Debtors.

163. “New Investor Commitment Documents” means (a) the Fortress/Centerbridge
DIP Inc. Claims Purchase Agreement and (b) the New Investor New Inc. DIP Commitment
Letter.

164. “New Investor Fee Claims” means all Claims for the reasonable, actual
documented fees and expenses of the advisors to the New Investors in an aggregate amount not
to exceed $15,000,000, to be shared as agreed to by each of the New Investors.

165. “New Investor New Inc. DIP Commitment Letter” means the commitment
letter from the New Investors or certain of their affiliates, dated as of January 15, 2015, as
amended by that certain Amendment to Debtor-in-Possession Facility Commitment Letter, dated
February 9, 2015 (as amended, supplemented, or otherwise modified from time to time in
accordance with the terms thereof), pursuant to which the New Investors or their affiliates
commit to provide, among other things, New Inc. DIP Loans of up to $210,811,224.48,
comprised of the conversion of the Acquired DIP Inc. Claims into New DIP Loans in the amount
of not less than $130,500,175.01 and new money loans of up to $80,311,049.47.

166. “New Investor New Inc. DIP Facility” means that certain debtor-in-possession
credit facility provided by the New Investors in connection with the New Inc. DIP Credit
Agreement and New DIP Orders on substantially the terms set forth in the New Investor New
Inc. DIP Commitment Letter in an aggregate principal amount not less than the aggregate
principal amount set forth in the New Investor New Inc. DIP Commitment Letter (after giving
effect to the conversion of the Acquired DIP Inc. Claims into New Inc. DIP Loans).

167. “New Investors” means Fortress, SIG, Centerbridge, and Harbinger.

168. “New LightSquared” means LightSquared LP as reorganized under, and
pursuant to, the Plan, or any successor thereto, by merger, consolidation, or otherwise, on or after
the Effective Date.

169. “New LightSquared Board” means the board of directors, board of managers, or
equivalent governing body of New LightSquared, as initially comprised as set forth in the Plan
and as comprised thereafter in accordance with the terms of the applicable Reorganized Debtors
Governance Documents.

170. “New LightSquared Common Interests” means those certain limited liability
company common interests to be issued by New LightSquared in connection with, and subject
to, the Plan, the Confirmation Order, and the New LightSquared Interest Holders Agreement.

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171. “New LightSquared Entities Shares” means, collectively, the New
LightSquared Interests, the Reorganized LightSquared Inc. Common Shares, and the Reinstated
Intercompany Interests.

172. “New LightSquared Interest Holders Agreement” means that certain limited
liability company operating agreement of New LightSquared with respect to the New
LightSquared Interests, to be effective on the Effective Date and binding on all holders of the
New LightSquared Interests.

173. “New LightSquared Interests” means, collectively, the New LightSquared
Common Interests, and the New LightSquared Preferred Interests.

174. “New LightSquared Obligors” means New LightSquared and its subsidiaries.

175. “New LightSquared Preferred Interests” means, collectively, the New
LightSquared Series A Preferred Interests, New LightSquared Series B Preferred Interests, and
New LightSquared Series C Preferred Interests.

176. “New LightSquared Series A Preferred Interests” means, collectively, the New
LightSquared Series A-1 Preferred Interests and the New LightSquared Series A-2 Preferred
Interests.

177. “New LightSquared Series A-1 Preferred Interests” means those certain series
A-1 preferred payable-in-kind interests having an original liquidation preference equal to the
New LightSquared Series A-1 Preferred Interests Original Liquidation Preference, issued by
New LightSquared in connection with, and subject to, the Plan, the Confirmation Order, and the
New LightSquared Interest Holders Agreement.

178. “New LightSquared Series A-1 Preferred Interests Original Liquidation
Preference” means a liquidation preference of (subject to any modification pursuant to the
proviso of Section IV.B.2(d)(iv)) not less than the sum of (a) the Allowed amount of the
Acquired Inc. Facility Claims and the Prepetition Inc. Facility Subordinated Claims, in each case
as of the Effective Date, plus (b) $122,000,000.

179. “New LightSquared Series A-2 Preferred Interests” means those certain series
A-2 preferred payable-in-kind interests having an original liquidation preference equal to the
New LightSquared Series A-2 Preferred Interests Original Liquidation Preference, issued by
New LightSquared in connection with, and subject to, the Plan, the Confirmation Order, and the
New LightSquared Interest Holders Agreement.

180. “New LightSquared Series A-2 Preferred Interests Original Liquidation
Preference” means a liquidation preference of (subject to any modification pursuant to the
proviso of Section IV.B.2(d)(iv)) not less than the amount of the Existing LP Preferred Units
Distribution Amount attributable to those Holders of Existing LP Preferred Units who elect to
receive New LightSquared Series A-2 Preferred Interests under the Plan.

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181. “New LightSquared Series B Preferred Interests” means those certain series B
preferred payable-in-kind interests having an original liquidation preference of not less than
$130,500,175.01, issued by New LightSquared in connection with, and subject to, the Plan, the
Confirmation Order, and the New LightSquared Interest Holders Agreement.

182. “New LightSquared Series C Preferred Interests” means those certain series C
preferred payable-in-kind interests having an original liquidation preference equal to the New
LightSquared Series C Preferred Interests Original Liquidation Preference, issued by New
LightSquared in connection with, and subject to, the Plan, the Confirmation Order, and the New
LightSquared Interest Holders Agreement.

183. “New LightSquared Series C Preferred Interests Original Liquidation
Preference” means a liquidation preference of (subject to any modification pursuant to the
proviso of Section IV.B.2(d)(iv)) not less than (a) the amount of the Existing LP Preferred Units
Distribution Amount attributable to those Holders of Existing LP Preferred Units who elect to
receive New LightSquared Series C Preferred Interests under the Plan, plus (b) the outstanding
liquidation preference of the Existing Inc. Preferred Stock held by the Other Existing Inc.
Preferred Equity Holders as of the Effective Date (excluding any prepayment or redemption
premium), plus (c) $73,000,000.

184. “New LP DIP Agent” means the administrative agent under the New LP DIP
Credit Agreement or any successor agent appointed in accordance with the New LP DIP Credit
Agreement.

185. “New LP DIP Claim” means a Claim held by the New LP DIP Agent or New LP
DIP Lenders arising under, or related to, New LP DIP Loans, including, without limitation, all
outstanding principal, interest, default interest, and fees provided for thereunder.

186. “New LP DIP Closing Date” means the date upon which the New LP DIP Credit
Agreement shall have been executed by all of the parties thereto, and all conditions precedent to
the consummation thereof shall have been waived or satisfied in accordance with the terms
thereof, and the incurrence of the obligations pursuant to the New LP DIP Facility shall have
occurred.

187. “New LP DIP Credit Agreement” means that certain senior secured, priming,
superpriority debtor-in-possession credit agreement with respect to the New LP DIP Facility to
be entered into among the New LP DIP Obligors and the New LP DIP Lenders, in form and
substance satisfactory to each of the New Investors and the Debtors.

188. “New LP DIP Facility” means that certain debtor-in-possession credit facility
provided in connection with the New LP DIP Credit Agreement and New DIP Orders.

189. “New LP DIP Lenders” means the lenders party to the New LP DIP Credit
Agreement from time to time.

190. “New LP DIP Loans” means the loans to be made under the New LP DIP
Facility.

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191. “New LP DIP Obligors” means LightSquared LP, as borrower, and the other LP
Debtors, as guarantors, under the New LP DIP Credit Agreement.

192. “NOAA Spectrum” means that 5 MHz of spectrum between 1675-1680 MHz in
the United States, currently used on a primary basis by the National Oceanic and Atmospheric
Administration.

193. “One Dot Six Lease” has the meaning set forth in the Disclosure Statement.

194. “Other Existing Inc. Preferred Equity Holder” means each Holder of Existing
Inc. Preferred Stock other than SIG.

195. “Other Priority Claim” means any Claim accorded priority in right of payment
under section 507(a) of the Bankruptcy Code, other than an Administrative Claim or a Priority
Tax Claim.

196. “Other Secured Claim” means any Secured Claim that is not a DIP Claim or
Prepetition Facility Claim.

197. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

198. “Petition Date” means May 14, 2012.

199. “Plan” means this Modified Second Amended Joint Plan Pursuant to Chapter 11
of Bankruptcy Code (as amended, supplemented, or modified from time to time in accordance
with the terms hereof), including, without limitation, the Plan Supplement, which is incorporated
herein by reference.

200. “Plan Consideration” means a payment or distribution of Cash, assets, securities,
or instruments evidencing an obligation to Holders of Allowed Claims or Equity Interests under
the Plan. Unless otherwise expressly specified herein, any Plan Consideration in the form of
Cash shall be paid from proceeds of the Working Capital Facility, the Second Lien Exit Facility,
and the Debtors’ Cash on hand.

201. “Plan Distribution” means a payment or distribution to Holders of Allowed
Claims, Allowed Equity Interests, or other eligible Entities under the Plan or Plan Supplement
documents.

202. “Plan Documents” means the documents other than the Plan, to be executed,
delivered, assumed, or performed in conjunction with the Consummation of the Plan on the
Effective Date, including, without limitation, any documents included in the Plan Supplement, in
each case, in forms and substance satisfactory to each of the New Investors and the Debtors.

203. “Plan Proponents” means Fortress, Centerbridge, Harbinger, and the Debtors.

204. “Plan Supplement” means the compilation of documents and forms of
documents, schedules, and exhibits to the Plan (as may be altered, amended, modified, or
supplemented from time to time in accordance with the terms hereof and in accordance with the
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Bankruptcy Code and the Bankruptcy Rules and, in each case, (x) in form and substance
satisfactory to each of the New Investors and the Debtors and (y) with respect to documents (f)
and (g) below, in form and substance satisfactory to MAST in all respects, and with respect to all
other documents, in form and substance satisfactory to MAST solely with respect to the MAST
Terms (except as otherwise provided by the Plan or Plan Support Agreement)) to be Filed no
later than the Plan Supplement Date or such other date as may be approved by the Bankruptcy
Court, including: (a) executed commitment letters, engagement letters, highly confident letters,
or form and/or definitive agreements, and related documents with respect to (i) the Working
Capital Facility Credit Agreement, (ii) the Second Lien Exit Facility, (iii) the Reorganized
LightSquared Inc. Credit Agreement, and (iv) the Effective Date Investments; (b) the
Reorganized Debtors Corporate Governance Documents; (c) the terms of a transition plan for the
Debtors as may be agreed to among the Debtors and each of the New Investors; (d) the Schedule
of Assumed Agreements; (e) the Schedule of Retained Causes of Action; (f) the JPM Inc.
Facilities Claims Purchase Agreement; and (g) the New Investor Commitment Documents.

205. “Plan Supplement Date” means (a) January 30, 2015 or (b) such other date
agreed to by each of the New Investors and the Debtors or established by the Bankruptcy
Court; provided, that such date shall not be later than five (5) days prior to the Confirmation
Hearing Date; provided, further, that the Plan Proponents reserve the right to File amended Plan
Documents at any time prior to the conclusion of the Confirmation Hearing.

206. “Plan Support Agreement” means that certain Amended and Restated Plan
Support Agreement, dated as of January 15, 2015, by and among Fortress, Centerbridge,
Harbinger, the JPM Investment Parties, MAST, and the Prepetition Inc. Agent, as may be
amended, supplemented, or modified from time to time in accordance with the terms thereof,
which agreement is attached hereto as Exhibit A.

207. “Plan Support Parties” means collectively, the Plan Proponents, the JPM
Investment Parties, MAST, the Prepetition Inc. Agent and any subsequent person or entity that
becomes a party to the Plan Support Agreement.

208. “Plan Transactions” means one or more transactions to occur on or before the
Effective Date or as soon thereafter as reasonably practicable, that may be necessary or
appropriate to effect any transaction described in, approved by, contemplated by, or necessary to
effectuate the Plan, including: (a) the execution and delivery of appropriate agreements or other
documents of merger, amalgamation, consolidation, equity issuance, sale, dissolution,
certificates of incorporation, certificates of partnership, operating agreements, bylaws, or other
documents containing terms that are consistent with or reasonably necessary to implement the
terms of the Plan and that satisfy the requirements of applicable law; (b) the execution and
delivery of appropriate instruments of equity issuance, transfer, assignment, assumption, or
delegation of any property, right, liability, duty, or obligation on terms consistent with the terms
of the Plan; and (c) all other actions that are consistent with the terms of the Plan that the New
Investors, the Debtors, Reorganized LightSquared Inc. or New LightSquared, as applicable,
determine are necessary or appropriate.

209. “Prepetition Facilities” means the Prepetition Inc. Facility and the Prepetition LP
Facility.
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210. “Prepetition Facility Claim” means a Prepetition Inc. Facility Claim or a
Prepetition LP Facility Claim.

211. “Prepetition Inc. Agent” means U.S. Bank National Association, as successor
administrative agent to UBS AG, Stamford Branch under the Prepetition Inc. Credit Agreement.

212. “Prepetition Inc. Borrower” means LightSquared Inc., as borrower under the
Prepetition Inc. Credit Agreement.

213. “Prepetition Inc. Credit Agreement” means that certain Credit Agreement,
dated as of July 1, 2011 (as amended, supplemented, restated, or otherwise modified from time
to time in accordance with the terms thereof), among the Prepetition Inc. Obligors, the
Prepetition Inc. Agent, and the Prepetition Inc. Lenders.

214. “Prepetition Inc. Facility” means that certain $278,750,000 term loan credit
facility provided in connection with the Prepetition Inc. Credit Agreement.

215. “Prepetition Inc. Facility Claim” means, collectively, any Prepetition Inc.
Facility Non-Subordinated Claim and Prepetition Inc. Facility Subordinated Claim.

216. “Prepetition Inc. Facility Claims Sellers” means the Holders of Prepetition Inc.
Facility Non-Subordinated Claims immediately prior to the Inc. Facilities Claims Purchase
Closing Date.

217. “Prepetition Inc. Facility Lender Subordination Agreement” means that
certain Lender Subordination Agreement, dated as of March 29, 2012, between and among
certain Affiliate Lenders and Non-Affiliate Lenders (each as defined therein), by which the
Affiliate Lenders agreed to subordinate their Liens (as such term is used therein) and Claims
under the Prepetition Inc. Loan Documents to the Liens and Claims of the Non-Affiliate Lenders.

218. “Prepetition Inc. Facility Non-Subordinated Claim” means a Claim held by the
Prepetition Inc. Agent or Prepetition Inc. Lenders arising under, or related to, the Prepetition Inc.
Loan Documents, but excluding any Prepetition Inc. Facility Subordinated Claim.

219. “Prepetition Inc. Facility Repayment Premium” means any repayment or
prepayment premium owed pursuant to the Prepetition Inc. Loan Documents.

220. “Prepetition Inc. Facility Subordinated Claim” means a Claim held by a
Prepetition Inc. Lender arising under, or related to, the Prepetition Inc. Loan Documents that is
subordinated to the Prepetition Inc. Facility Non-Subordinated Claims pursuant to the Prepetition
Inc. Facility Lender Subordination Agreement.

221. “Prepetition Inc. Fee Claims” means all Claims for the reasonable, actual
documented fees and expenses of the Holders of Inc. Facility Non-Subordinated Claims and the
Prepetition Inc. Agent, including, but not limited to, the fees and expenses of financial advisors
and counsel.

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222. “Prepetition Inc. Guarantors” means One Dot Four Corp., One Dot Six Corp.,
and One Dot Six TVCC Corp., as guarantors under the Prepetition Inc. Credit Agreement.

223. “Prepetition Inc. Lenders” means the lenders party to the Prepetition Inc. Credit
Agreement from time to time.

224. “Prepetition Inc. Loan Documents” means the Prepetition Inc. Credit
Agreement together with all related security agreements, notes, guarantees, pledge agreements,
mortgages, fixture filings, transmitting utility filings, deeds of trust, financing statements,
instruments, agreements, documents, assignments, account control agreements, or other security
documents (as each of the foregoing may be amended, supplemented, restated, or otherwise
modified from time to time in accordance with the terms thereof).

225. “Prepetition Inc. Obligors” means the Prepetition Inc. Borrower and the
Prepetition Inc. Guarantors.

226. “Prepetition Loan Documents” means the Prepetition Inc. Loan Documents and
the Prepetition LP Loan Documents.

227. “Prepetition LP Agent” means, collectively, Wilmington Savings Fund Society,
FSB, as administrative agent, and Wilmington Trust FSB, as collateral trustee, under the
Prepetition LP Credit Agreement.

228. “Prepetition LP Borrower” means LightSquared LP, as borrower, under the
Prepetition LP Credit Agreement.

229. “Prepetition LP Credit Agreement” means that certain Credit Agreement, dated
as of October 1, 2010 (as amended, supplemented, restated, or otherwise modified from time to
time in accordance with the terms thereof), among the Prepetition LP Obligors, the Prepetition
LP Agent, and the Prepetition LP Lenders.

230. “Prepetition LP Facility” means that certain $1,500,000,000 term loan credit
facility provided in connection with the Prepetition LP Credit Agreement.

231. “Prepetition LP Facility Claim” means a Claim held by the Prepetition LP
Agent or Prepetition LP Lenders arising under, or related to, the Prepetition LP Loan
Documents.

232. “Prepetition LP Facility Non-SPSO Claim” means a Prepetition LP Facility
Claim that is not a Prepetition LP Facility SPSO Claim.

233. “Prepetition LP Facility Non-SPSO Guaranty Claim” means a Prepetition LP
Facility Non-SPSO Claim against any of the Inc. Debtors.

234. “Prepetition LP Facility SPSO Claim” means a Prepetition LP Facility Claim
held by SPSO, its affiliates, or each of their successors or assigns.

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235. “Prepetition LP Facility SPSO Guaranty Claim” means a Prepetition LP
Facility SPSO Claim against any of the Inc. Debtors.

236. “Prepetition LP Fee Claims” means all Claims for the reasonable, actual
documented fees and expenses, if any, of the Holders of Prepetition LP Facility Claims,
including, but not limited to, the fees and expenses of financial advisors and counsel, to the
extent Allowed by Final Order of the Bankruptcy Court under section 506(b) of the Bankruptcy
Code.

237. “Prepetition LP Guarantors” means LightSquared Inc., LightSquared Investors
Holdings Inc., LightSquared GP Inc., TMI Communications Delaware, Limited Partnership,
ATC Technologies, LLC, LightSquared Corp., LightSquared Inc. of Virginia, LightSquared
Subsidiary LLC, SkyTerra Holdings (Canada) Inc., and SkyTerra (Canada) Inc., as guarantors
under the Prepetition LP Credit Agreement.

238. “Prepetition LP Lenders” means the lenders party to the Prepetition LP Credit
Agreement from time to time.

239. “Prepetition LP Loan Documents” means the Prepetition LP Credit Agreement
together with all related security agreements, notes, guarantees, pledge agreements, mortgages,
fixture filings, transmitting utility filings, deeds of trust, financing statements, instruments,
agreements, documents, assignments, account control agreements, or other security documents
(as each of the foregoing may be amended, supplemented, restated, or otherwise modified from
time to time in accordance with the terms thereof).

240. “Prepetition LP Obligors” means the Prepetition LP Borrower and the
Prepetition LP Guarantors.

241. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind
specified in section 507(a)(8) of the Bankruptcy Code.

242. “Professional” means an Entity employed pursuant to a Bankruptcy Court order
in accordance with sections 327, 328, 330, 363, or 1103 of the Bankruptcy Code and to be
compensated for services rendered prior to or on the Effective Date, pursuant to sections 327,
328, 329, 330, 363, and 331 of the Bankruptcy Code or awarded compensation and
reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code
(excluding those Entities entitled to compensation for services rendered after the Petition Date in
the ordinary course of business pursuant to a Final Order granting such relief).

243. “Professional Fee Escrow Account” means an interest-bearing account in an
amount equal to the Professional Fee Reserve Amount funded and maintained by New
LightSquared on and after the Effective Date for the purpose of paying all Allowed and unpaid
Accrued Professional Compensation Claims.

244. “Professional Fee Reserve” means Cash in an amount equal to the Professional
Fee Reserve Amount to be held in reserve by New LightSquared in the Professional Fee Escrow
Account.

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245. “Professional Fee Reserve Amount” means the aggregate Accrued Professional
Compensation Claims through the Effective Date as estimated in accordance with Section II.B.3
hereof.

246. “Prohibited Transferee” means SPSO, any SPSO Affiliate, and any other Entity
that may be a competitor of one or more of the Debtors and is identified by the New Investors
(upon agreement of all of the New Investors) or the Debtors (with the consent of each of the New
Investors) in the Plan Supplement as a Prohibited Transferee and such Entity’s successors or any
other Entity directly or indirectly controlling, controlled by, or under common control with, any
such Entity or its successors; provided, that, for the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under common control
with”), as used with respect to any Entity, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Entity, whether
through the ownership of voting securities, by agreement or otherwise; provided, further,
“control” (including, with correlative meanings, the terms “controlled by” and “under common
control with”) as used with respect to any Entity shall also include (a) any Entity that directly or
indirectly owns, or in which such Entity directly or indirectly owns more than ten percent (10%)
of any class of capital stock or other equity interest of such Entity, (b) in the case of a
corporation, any officer or director of such corporation, (c) in the case of a partnership, any
general partner of such partnership, (d) in the case of a trust, any trustee or beneficiary of such
trust, (e) any spouse, parent, sibling, or child or lineal descendant of any individual described in
clauses (a) through (d) above, and (f) any trust for the benefit of any individual described in
clauses (a) through (e) above.

247. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the
Chapter 11 Cases.

248. “Reinstated” or “Reinstatement” means (a) leaving unaltered the legal,
equitable, and contractual rights to which a Claim or Equity Interest entitles the Holder of such
Claim or Equity Interest so as to leave such Claim or Equity Interest Unimpaired or (b)
notwithstanding any contractual provision or applicable law that entitles the Holder of a Claim or
Equity Interest to demand or receive accelerated payment of such Claim or Equity Interest after
the occurrence of a default (i) curing any such default that occurred before or after the Petition
Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code or of a
kind that section 365(b)(2) of the Bankruptcy Code expressly does not require to be cured, (ii)
reinstating the maturity (to the extent such maturity has not otherwise accrued by the passage of
time) of such Claim or Equity Interest as such maturity existed before such default, (iii)
compensating the Holder of such Claim or Equity Interest for any damages incurred as a result of
any reasonable reliance by such Holder on such contractual provision or such applicable law, (iv)
if such Claim or Equity Interest arises from a failure to perform a nonmonetary obligation other
than a default arising from failure to operate a nonresidential real property lease subject to
section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder of such Claim or Equity
Interest (other than the Debtors or an insider) for any actual pecuniary loss incurred by such
Holder as a result of such failure, and (v) not otherwise altering the legal, equitable, or
contractual rights to which such Claim or Equity Interest entitles the Holder.

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249. “Reinstated Intercompany Interests” means the Intercompany Interests that are
Reinstated under, and pursuant to, the Plan.

250. “Released Party” means each of the following: (a) the Debtors; (b) the
Reorganized Debtors; (c) each New Investor; (d) each Plan Support Party; (e) each DIP Agent,
(f) each DIP Lender (other than any SPSO Party), and each arranger and book runner of the DIP
Facilities; (g) MAST; (h) the Prepetition Inc. Agent; (i) the Second Lien Exit Agent, the agent
under the Working Capital Facility, and each arranger and book runner of the Second Lien Exit
Facility and the Working Capital Facility; (j) the holder of Reorganized LightSquared Inc. Exit
Facility and each agent, arranger, and book runner of the Reorganized LightSquared Inc. Exit
Facility; (k) each Holder of an Allowed Prepetition Facility Claim that votes to accept, or is
deemed to accept, the Plan (in each case, other than any SPSO Party); (l) the Prepetition LP
Agent; (m) the LP Group, (n) each Holder of Allowed Existing Inc. Preferred Stock that votes to
accept, or is deemed to accept, the Plan; (o) each Holder of Allowed Existing LP Preferred Units
that votes to accept, or is deemed to accept, the Plan; (p) the JPM Investment Parties; and (q)
each of the foregoing Entities’ respective predecessors, successors and assigns, and current and
former shareholders, affiliates, subsidiaries, members (including ex-officio members), officers,
directors, principals, managers, trustees, employees, partners, attorneys, financial advisors,
accountants, investment bankers, investment advisors, actuaries, professionals, consultants,
agents, and representatives (in each case, in his, her, or its capacity as such). Notwithstanding
anything contained in the Plan, the Confirmation Order, or any Plan Document, in no instance
shall any SPSO Party be, or be deemed to be, a Released Party.

251. “Releasing Party” has the meaning set forth in Section VIII.F hereof.

252. “Reorganized Debtors” means, collectively, New LightSquared and each of the
Debtors other than LightSquared LP, as reorganized under, and pursuant to, the Plan, on or after
the Effective Date.

253. “Reorganized Debtors Boards” means, collectively, the Board and the boards of
directors or similar governing bodies of each of the Reorganized Debtors other than New
LightSquared.

254. “Reorganized Debtors Governance Documents” means, as applicable, the
certificates of incorporation, certificates of formation, bylaws, operating agreements,
shareholders agreements, and any other applicable organizational or operational documents with
respect to the Reorganized Debtors, including the New LightSquared Interest Holders
Agreement.

255. “Reorganized Inc. Entity” means Reorganized LightSquared Inc. or any of its
wholly owned direct or indirect subsidiaries after the Effective Date. Neither New LightSquared
nor any of its subsidiaries shall be deemed a Reorganized Inc. Entity for purposes hereunder.

256. “Reorganized LightSquared Inc.” means LightSquared Inc., as reorganized
under, and pursuant to, the Plan, or any successor thereto, by merger, consolidation, or
otherwise, on or after the Effective Date.

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257. “Reorganized LightSquared Inc. Common Shares” means those certain
common shares issued by Reorganized LightSquared Inc. in connection with, and subject to, the
Plan and the Confirmation Order.

258. “Reorganized LightSquared Inc. Credit Agreement” means that certain credit
agreement with respect to the Reorganized LightSquared Inc. Exit Facility, to be entered into on
the Effective Date among Reorganized LightSquared Inc. and SIG.

259. “Reorganized LightSquared Inc. Exit Facility” means a term loan facility in the
aggregate principal amount equal to the amount of the Acquired Inc. Facility Claims as of the
Effective Date and $41 million of the JPM Acquired DIP Inc. Claims as of the Effective Date,
which shall be secured by liens on substantially all of the assets of Reorganized LightSquared
Inc.

260. “Retained Causes of Action” means the Causes of Action of the Debtors listed
on the Schedule of Retained Causes of Action.

261. “Retained Causes of Action Proceeds” means all proceeds, damages, or other
relief obtained or realized from the pursuit and prosecution of any and all Retained Causes of
Action.

262. “RICO Action” means that certain cause of action captioned Harbinger Capital
Partners LLC, HGW US Holding Company LP, Blue Line DZM Corp., and Harbinger Capital
Partners SP, LLC v. Charles W. Ergen, Dish Network Corporation, L-Band Acquisition LLC, SP
Special Opportunities LLC, Special Opportunities Holdings LLC, Sound Point Capital
Management LP, and Stephen Ketchum, No. 14-01907 (D. Co. July 8, 2014).

263. “Schedule of Assumed Agreements” means the schedule of certain Executory
Contracts and Unexpired Leases to be assumed, or assumed and assigned, by the Debtors
pursuant to the Plan, including any Cure Costs related thereto (as the same may be amended,
modified, or supplemented from time to time with the consent of each New Investor and the
Debtors).

264. “Schedule of Retained Causes of Action” means the schedule of certain Causes
of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan or
otherwise (as the same may be amended, modified, or supplemented from time to time with the
consent of each New Investor and the Debtors).

265. “Schedules” means the schedules of assets and liabilities, schedules of Executory
Contracts and Unexpired Leases, and statements of financial affairs Filed by the Debtors
pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the
Bankruptcy Rules (as they may be amended, modified, or supplemented from time to time).

266. “Second Lien Exit Agent” means the arranger and administrative agent under the
Second Lien Exit Credit Agreement or any successor agent appointed in accordance with the
Second Lien Exit Credit Agreement.

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267. “Second Lien Exit Credit Agreement” means that certain credit agreement,
dated as of the Effective Date (as amended, supplemented, restated, or otherwise modified from
time to time in accordance with the terms thereof), among the New LightSquared Obligors, the
Second Lien Exit Agent, and the Second Lien Exit Term Lenders, in form and substance
satisfactory to each of the New Investors and the Debtors.

268. “Second Lien Exit Facility” means that certain second lien term loan facility
provided in connection with the Second Lien Exit Credit Agreement in the original aggregate
principal amount of (a) the Prepetition LP Facility Claims as of the Effective Date, plus (b) any
commitment fees paid pursuant to the Second Lien Exit Facility Commitment Letter in the form
of Second Lien Exit Term Loans.

269. “Second Lien Exit Facility Commitment Letter” means that certain
commitment letter by and among certain of the Second Lien Exit Term Lenders and the Debtors
pursuant to which such Second Lien Exit Term Lenders have committed to fund to New
LightSquared, on the Effective Date, Cash in an amount equal to the Prepetition LP Facility
SPSO Claims as of the Effective Date.

270. “Second Lien Exit Term Lenders” means the lenders under the Second Lien
Exit Facility that are party to the Second Lien Exit Credit Agreement from time to time.

271. “Second Lien Exit Term Loans” means the term loans to be made under the
Second Lien Exit Facility.

272. “Secured” means, when referring to a Claim, (a) secured by a Lien on property in
which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to
applicable law or by reason of a Bankruptcy Court order, or that is subject to a valid right of
setoff pursuant to section 553 of the Bankruptcy Code as determined pursuant to section 506(a)
of the Bankruptcy Code, or (b) Allowed pursuant to the Plan as a Secured Claim.

273. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, as
now in effect and hereafter amended, or any similar federal, state, or local law.

274. “Securities Exchange Act” means the Securities Exchange Act of 1934, 15
U.S.C. §§ 78a–78nn, as now in effect and hereafter amended, or any similar federal, state, or
local law.

275. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.

276. “SIG” means SIG Holdings, Inc. and/or one or more of its designated affiliates.

277. “Special Committee” means the special committee of the boards of directors of
LightSquared Inc. and LightSquared GP Inc.

278. “Specific Disclosure Statement” means the Second Amended Specific Disclosure
Statement for the Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code
[Docket No. 2035].

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279. “Spectrum Allocation Petition for Rulemaking” has the meaning set forth in
the Disclosure Statement.

280. “SPSO” means SP Special Opportunities, LLC.

281. “SPSO Affiliate” means (a) Charles W. Ergen, Candy Ergen, and L-Band
Acquisition, LLC and their successors and any member of a Group (as defined under Regulation
13D under the Securities Exchange Act of 1934, as amended) of which SPSO, Charles W. Ergen,
Candy Ergen, and L-Band Acquisition, LLC or their successors are a member, and (b) any other
Entity or Group directly or indirectly controlling, controlled by, or under common control with,
SPSO, Charles W. Ergen, Candy Ergen, and/or L-Band Acquisition, LLC or their successors or
any member of any Group of which SPSO, Charles W. Ergen, Candy Ergen, and/or L-Band
Acquisition, LLC or their successors is a member; provided, that, for the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any Entity, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Entity, whether through the ownership of voting securities, by agreement or
otherwise; provided, further, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) as used with respect to any Entity shall also
include (u) any Entity that directly or indirectly owns, or in which such Entity directly or
indirectly owns more than ten percent (10%) of any class of capital stock or other equity interest
of such Entity, (v) in the case of a corporation, any officer or director of such corporation, (w) in
the case of a partnership, any general partner of such partnership, (x) in the case of a trust, any
trustee or beneficiary of such trust, (y) any spouse, parent, sibling, or child or lineal descendant
of any individual described in clauses (u) through (x) above, and (z) any trust for the benefit of
any individual described in clauses (u) through (y) above. For the avoidance of doubt, it is
understood that DISH Network Corporation, EchoStar Corporation, and any other Entity directly
or indirectly controlling, controlled by, or under common control with, DISH Network
Corporation or EchoStar Corporation are currently SPSO Affiliates.

282. “SPSO Parties” means SPSO or any SPSO Affiliate.

283. “Stalking Horse Agreement” has the meaning set forth in the Bid Procedures
Order.

284. “Standing Motion” means that certain Motion of the Ad Hoc Secured Group of
LightSquared LP Lenders for Entry of an Order Granting Leave, Standing and Authority To
Commence, Prosecute and/or Settle Certain Claims of the Debtors’ Estates [Docket No. 323].

285. “Standing Motion Stipulation” means the Stipulation and Order Resolving the
Motion of the Ad Hoc Secured Group of LightSquared LP Lenders for Entry of an Order
Granting Leave, Standing and Authority To Commence, Prosecute and/or Settle Certain Claims
of the Debtors’ Estates [Docket No. 323] Solely with Respect to the Prepetition Inc. Facility
Non-Subordinated Claims [Docket No. 2054].

286. “Standing Motion Stipulation Order” means an order of the Bankruptcy Court
approving the Standing Motion Stipulation.
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287. “Third Party New Inc. DIP Facility” means that certain debtor-in-possession
credit facility provided either (a) solely by one or more third parties other than the New Investors
or (b) by one or more third parties other than the New Investors together with one or more of the
New Investors, in connection with the New Inc. DIP Credit Agreement and New DIP Orders in
form and substance satisfactory to the New Investors and the Debtors in an aggregate principal
amount not less than the aggregate principal amount of the New Inc. DIP Facility as set forth in
the New Investor New Inc. DIP Commitment Letter (after giving effect to the conversion of the
Acquired DIP Inc. Claims into New Inc. DIP Loans).

288. “Unexpired Lease” means a lease to which one or more of the Debtors is a party
that is subject to assumption, assumption and assignment, or rejection under sections 365 or 1123
of the Bankruptcy Code, or may be amended by mutual agreement of the parties thereto.

289. “Unimpaired” means, with respect to a Class of Claims or Equity Interests, a
Claim or an Equity Interest that is not impaired within the meaning of section 1124 of the
Bankruptcy Code.

290. “U.S. Trustee” means the United States Trustee for the Southern District of New
York.

291. “U.S. Trustee Fees” means fees arising under section 1930(a)(6) of the Judicial
Code and, to the extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

292. “Voting Record Date” means the date upon which the Disclosure Statement
Order is entered by the Bankruptcy Court.

293. “Working Capital Facility” means that certain first lien credit facility in an
original aggregate principal amount of $1,250,000,000 provided in connection with the Working
Capital Facility Credit Agreement.

294. “Working Capital Facility Credit Agreement” means that certain credit
agreement or equivalent instrument with respect to the Working Capital Facility, to be entered
into on the Effective Date among the New LightSquared Obligors and the Working Capital
Lenders.

295. “Working Capital Facility Loans” means the working capital term loans or
equivalent securities to be made or issued under the Working Capital Facility. The Working
Capital Facility Loans shall have market terms and conditions satisfactory to New LightSquared,
each of the New Investors, and the Debtors.

296. “Working Capital Lenders” means the lenders party to the Working Capital
Facility Credit Agreement from time to time.

B. Rules of Interpretation

The following rules for interpretation and construction shall apply to the Plan: (1) in the
appropriate context, each term, whether stated in the singular or the plural, shall include both the
singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall
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include the masculine, feminine, and the neuter gender; (2) any reference herein to a contract,
lease, instrument, release, indenture, or other agreement or document being in a particular form
or on particular terms and conditions means that the referenced document shall be substantially
in such form or substantially on such terms and conditions; (3) any reference herein to an
existing document or exhibit having been Filed or to be Filed shall mean that document or
exhibit as it may thereafter be amended, modified, or supplemented; (4) unless otherwise stated,
all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended
from time to time; (5) any reference herein to an Entity as a Holder of a Claim or Equity Interest
includes that Entity’s successors and assigns; (6) unless otherwise specified, all references herein
to “Articles” or “Sections” are references to Articles or Sections hereof or hereto; (7) unless
otherwise stated, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather
than to a particular portion of the Plan; (8) captions and headings to Articles are inserted for
convenience of reference only and are not intended to be a part of or to affect the interpretation
hereof; (9) unless otherwise stated, the rules of construction set forth in section 102 of the
Bankruptcy Code shall apply; and (10) any term used in capitalized form herein that is not
otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

C. Computation of Time

The provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time
prescribed or allowed herein.

D. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy
Code and the Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of
New York, without giving effect to the principles of conflict of laws (other than section 5-1401
and section 5-1402 of the New York General Obligations Law), shall govern the rights,
obligations, construction, and implementation of the Plan, any agreements, documents,
instruments, or contracts executed or entered into in connection with the Plan (except as
otherwise set forth in those agreements, in which case the governing law of such agreement shall
control), and corporate governance matters; provided, however, that corporate governance
matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in
New York shall be governed by the laws of the state or other jurisdiction of incorporation of the
applicable Debtor or Reorganized Debtor, as applicable.

E. Reference to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States
of America, unless otherwise expressly provided.

F. Approval Rights Over Plan Documents

Unless otherwise expressly provided in the Plan, all approval rights over the Plan or the
Plan Documents for Plan Support Parties other than the New Investors and the Debtors shall be
governed by the terms and conditions of the Plan Support Agreement.
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G. Rights of the Debtors Under the Plan

Notwithstanding anything to the contrary contained in the Plan, to the extent any term or
provision of the Plan provides the Debtors with (1) consent, approval or similar rights, including,
without limitation, with respect to the form of, the substance of or amendments to the Plan, any
documents or transactions contemplated by the Plan, or the other Plan Documents or (2) decision
making rights, and either (a) the Debtors seek to exercise such rights in a circumstance not
consented to by each of the New Investors or (b) the New Investors collectively seek to act or
refrain from acting in a certain fashion, or collectively consent to the form of, the substance of,
or amendments to the Plan or any documents contemplated by the Plan, and the Debtors fail to
consent thereto, then the position of the New Investors shall govern, and the Debtors’ sole right
shall be to withdraw as a Plan Proponent, in which case all such consent, approval, or similar
rights of the Debtors under the Plan shall be void and of no force and effect and shall be
automatically deemed deleted from the Plan without further action by any Entity.

H. Nonconsolidated Plan

Although for purposes of administrative convenience and efficiency the Plan has been
filed as a joint plan for each of the Debtors and presents together Classes of Claims against, and
Equity Interests in, the Debtors, the Plan does not provide for the substantive consolidation of
any of the Debtors.

ARTICLE II.
ADMINISTRATIVE CLAIMS, ACCRUED PROFESSIONAL COMPENSATION
CLAIMS, DIP CLAIMS, PRIORITY TAX CLAIMS, AND U.S. TRUSTEE FEES

All Claims and Equity Interests (except Administrative Claims, Accrued Professional
Compensation Claims, DIP Claims, Priority Tax Claims, and U.S. Trustee Fees) are placed in the
Classes set forth in Article III hereof. In accordance with section 1123(a)(1) of the Bankruptcy
Code, Administrative Claims, Accrued Professional Compensation Claims, DIP Claims, Priority
Tax Claims, and U.S. Trustee Fees have not been classified, and the Holders thereof are not
entitled to vote on the Plan. A Claim or Equity Interest is placed in a particular Class only to the
extent that the Claim or Equity Interest falls within the description of that Class, and is classified
in other Classes to the extent that any portion of the Claim or Equity Interest falls within the
description of such other Classes.

A. Administrative Claims

Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the
Debtors, each Holder of an Allowed Administrative Claim (other than of an Accrued
Professional Compensation Claim, DIP Claim, and KEIP Payment) shall receive in full and final
satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed
Administrative Claim, Plan Consideration in the form of Cash in an amount equal to such
Allowed Administrative Claim either: (1) on the Effective Date or as soon thereafter as
reasonably practicable, or, if not then due, when such Allowed Administrative Claim is due or as
soon thereafter as reasonably practicable; (2) if the Administrative Claim is not Allowed as of
the Effective Date, no later than thirty (30) days after the date on which an order of the
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Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon
thereafter as reasonably practicable or, if not then due, when such Allowed Administrative Claim
is due or as soon thereafter as reasonably practicable; (3) if the Allowed Administrative Claim is
based on liabilities incurred by the Debtors in the ordinary course of their businesses after the
Petition Date, pursuant to the terms and conditions of the particular transaction giving rise to
such Allowed Administrative Claims, without any further action by the Holders of such Allowed
Administrative Claims; (4) at such other time that is agreed to by all of the New Investors (in
consultation with the Debtors) or New LightSquared, as applicable, and the Holder of such
Allowed Administrative Claim; or (5) at such other time and on such other terms set forth in an
order (including, without limitation, the Confirmation Order and the New DIP Order) of the
Bankruptcy Court; provided, that, to the extent any Allowed Administrative Claims are due and
payable after the Effective Date, such Claims shall be paid by, and be the sole obligation of, New
LightSquared and/or its subsidiaries and such Administrative Claims shall not be an obligation of
any Reorganized Inc. Entity.

Except for Accrued Professional Compensation Claims, DIP Claims, U.S. Trustee Fees,
and KEIP Payments, and unless previously Filed, requests for payment of Administrative Claims
must be Filed and served on New LightSquared no later than the Administrative Claims Bar Date
pursuant to the procedures specified in the Confirmation Order and the notice of the occurrence
of the Effective Date. Objections to such requests must be Filed and served on New
LightSquared and the requesting party by the later of (1) one hundred and eighty (180) days after
the Effective Date and (2) one hundred and eighty (180) days after the Filing of the applicable
request for payment of Administrative Claims, if applicable. After notice and a hearing in
accordance with the procedures established by the Bankruptcy Code and prior Bankruptcy Court
orders, the Allowed amounts, if any, of Administrative Claims shall be determined by, and
satisfied in accordance with an order of, the Bankruptcy Court.

Holders of Administrative Claims that are required to File and serve a request for
payment of such Administrative Claims that do not File and serve such a request by the
Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting
such Administrative Claims against the Debtors, the Reorganized Debtors or their property, and
such Administrative Claims shall be deemed discharged as of the Effective Date without the
need for any objection from the Reorganized Debtors or any action by the Bankruptcy Court.

Notwithstanding anything to the contrary herein, (1) a New Investor, the DIP Inc.
Lenders, the DIP Inc. Agent, the Holders of Prepetition Inc. Facility Non-Subordinated Claims,
and the Prepetition Inc. Agent shall not be required to File any request for payment of any
Administrative Claims, including, but not limited to, any New Investor Fee Claims, DIP Claims,
DIP Inc. Fee Claims, or Prepetition Inc. Fee Claims, and (2) any New Investor, the DIP Inc.
Lenders, the DIP Inc. Agent, the Holders of Prepetition Inc. Facility Non-Subordinated Claims,
and the Prepetition Inc. Agent shall be paid in accordance with the terms of the Plan,
Confirmation Order, DIP Inc. Order, DIP LP Order, or other applicable governing documents.

Notwithstanding anything to the contrary herein, (1) the New Investor Fee Claims
incurred through and including the Confirmation Date shall be paid in full, in Cash following the
Inc. Facilities Claims Purchase Closing Date from the proceeds of the New DIP Facilities or
Cash on hand, to the extent available up to $10 million, with any such unpaid New Investor Fee
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Claims being paid on the Effective Date, and (2) the New Investor Fee Claims incurred after the
Confirmation Date through and including the Effective Date (to the extent not previously paid),
shall be paid monthly from the proceeds of the New DIP Facilities or Cash on hand, subject to
the New Investors and the Debtors’ prior receipt of invoices and reasonable documentation in
connection therewith and without the requirement to File a fee application with the Bankruptcy
Court. The Confirmation Order shall provide that the New Investor Fee Claims shall be deemed
Allowed Administrative Claims following the Inc. Facilities Claims Purchase Closing Date.

B. Accrued Professional Compensation Claims

1. Final Fee Applications

All final requests for payment of Claims of a Professional shall be Filed no later than
forty-five (45) days after the Effective Date. After notice and a hearing in accordance with the
procedures established by the Bankruptcy Code and prior Bankruptcy Court orders, the Allowed
amounts of such Accrued Professional Compensation Claims shall be determined by the
Bankruptcy Court and satisfied in accordance with an order of the Bankruptcy Court.

2. Professional Fee Escrow Account

In accordance with Section II.B.3 hereof, on the Effective Date, New LightSquared shall
establish and fund the Professional Fee Escrow Account in the form of Cash in an amount equal
to the aggregate Professional Fee Reserve Amount for all Professionals. The Professional Fee
Escrow Account shall be maintained in trust for the Professionals. Such funds shall not be
considered property of the Debtors or Reorganized Debtors. The amount of Accrued Professional
Compensation Claims owing to the Professionals shall be paid in Cash to such Professionals
from funds held in the Professional Fee Escrow Account when such Claims are Allowed by a
Final Order. When all Allowed Accrued Professional Compensation Claims are paid in full in
Cash, amounts remaining in the Professional Fee Escrow Account, if any, shall revert to New
LightSquared.

3. Professional Fee Reserve Amount

To receive payment for unbilled fees and expenses incurred through the Effective Date,
the Professionals shall estimate their Accrued Professional Compensation Claims prior to and as
of the Confirmation Date, along with an estimate of fees and expenses to be incurred through the
Effective Date, and shall deliver such estimate to the Debtors and each of the New Investors no
later than five (5) days prior to the anticipated Confirmation Date; provided, that such estimate
shall not be considered an admission with respect to the fees and expenses of such Professional.
If a Professional does not provide an estimate, the Debtors may estimate the unbilled fees and
expenses of such Professional. The total amount so estimated and agreed to by each of the New
Investors and the Debtors as of the Confirmation Date shall comprise the Professional Fee
Reserve Amount.

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4. Post-Confirmation Date Fees and Expenses

Except as otherwise specifically provided in the Plan, on and after the Confirmation Date,
the Debtors shall, in the ordinary course of business and without any further notice to or action,
order, or approval of, the Bankruptcy Court, and upon five (5) Business Days’ advance notice to
all of the New Investors, pay in Cash the reasonable legal, Professional, or other fees and
expenses related to the Consummation and implementation of the Plan incurred by the Debtors
on or after the Confirmation Date through the Effective Date. Upon the Confirmation Date, any
requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code or
the Interim Compensation Order in seeking retention or compensation for services rendered from
the Confirmation Date through the Effective Date shall terminate, and the Debtors may employ
and pay any Professional in the ordinary course of business without any further notice to, or
action, order, or approval of, the Bankruptcy Court, subject to the terms of the New DIP Orders.
The payments contemplated by this section shall be included in all final requests for payment of
Claims of a Professional as contemplated by Section II.B.1 hereof.

C. DIP Inc. Claims

The DIP Inc. Claims shall be Allowed and deemed to be Allowed Claims in the amount
of $122,437,327.70 as of January 15, 2015 (as increased on a per diem basis through and
including the Inc. Facilities Claims Purchase Closing Date in accordance with the DIP Inc.
Credit Agreement and DIP Inc. Order), plus any additional incremental funding provided by the
DIP Inc. Lenders under the DIP Inc. Credit Agreement pursuant to a budget provided by the
Debtors that is acceptable to the DIP Inc. Lenders together with related interest, default interest,
fees, and expenses. The total amount of the Allowed DIP Inc. Claims shall be increased to
include the 2% exit fee owed pursuant to the DIP Inc. Credit Agreement and DIP Inc. Order
upon the repayment and/or conversion of all amounts outstanding under the DIP Inc. Facility,
which amount of exit fee shall be calculated based upon the aggregate principal and interest
outstanding under the DIP Inc. Facility immediately prior to the Inc. Facilities Claims Purchase
Closing Date. For the avoidance of doubt, the economics of any incremental funding provided
under the DIP Inc. Credit Agreement shall remain consistent with prior amendments thereto,
including the accrual of interest at the default rate of 17.5%, payment of a financing fee of 3.5%
in connection with each funding to be paid in kind at the time such future amendment(s) are
approved by the Bankruptcy Court, the payment of a 2% exit fee upon repayment of the DIP Inc.
Claims, and other terms and conditions otherwise acceptable to MAST.

In accordance with, and subject to the terms and conditions of, the JPM Inc. Facilities
Claims Purchase Agreement, SIG shall purchase in Cash from the DIP Inc. Claims Sellers all
rights, title, and interest to the JPM Acquired DIP Inc. Claims on the Inc. Facilities Claims
Purchase Closing Date. On, and after giving effect to, the Inc. Facilities Claims Purchase Closing
Date, the JPM Acquired DIP Inc. Claims held by SIG shall be converted into New Inc. DIP
Loans on a dollar-for-dollar basis.

In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each DIP Inc. Claim that is not a JPM Acquired DIP Inc. Claim, each Holder of such Allowed
DIP Inc. Claim shall receive, on the Inc. Facilities Claims Purchase Closing Date, and concurrent
with SIG’s purchase of the JPM Acquired DIP Inc. Claims and the Acquired Inc. Facility
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Claims, Cash in an amount equal to such Allowed DIP Inc. Claims either (a) from the proceeds
of the Third Party New Inc. DIP Facility or (b) as contemplated by the New Investor
Commitment Documents.

D. DIP LP Claims

In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each DIP LP Claim, except to the extent that a Holder of an Allowed DIP LP Claim agrees to
less favorable or other treatment, each Holder of an Allowed DIP LP Claim shall receive, on the
New LP DIP Closing Date, Plan Consideration in the form of Cash from the proceeds of the New
LP DIP Facility in an amount equal to such Allowed DIP LP Claim.

E. New Inc. DIP Claims

In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each Allowed New Inc. DIP Claim, and except to the extent that a Holder of an Allowed New
Inc. DIP Claim agrees to less favorable or other treatment (including with respect to the New Inc.
DIP Claims held by SIG), each Holder of an Allowed New Inc. DIP Claim shall receive, on the
Effective Date, Plan Consideration in the form of Cash in an amount equal to its Allowed New
Inc. DIP Claim; provided that, $41 million of the New Inc. DIP Claims held by SIG shall be
satisfied by converting such Claims on the Effective Date into the Reorganized LightSquared
Inc. Exit Facility on a dollar-for-dollar basis with the remainder of the New Inc. DIP Claims held
by SIG being satisfied with Plan Consideration in the form of Cash.

F. New LP DIP Claims

In full and final satisfaction, settlement, release, and discharge of, and in exchange for,
each Allowed New LP DIP Claim, except to the extent that a Holder of an Allowed New LP DIP
Claim agrees to a less favorable or other treatment, each Holder of an Allowed New LP DIP
Claim shall receive, on the Effective Date, Plan Consideration in the form of Cash in an amount
equal to such Allowed New LP DIP Claims.

G. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less
favorable or other treatment, in full and final satisfaction, settlement, release, and discharge of,
and in exchange for, each Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax
Claim due and payable on or prior to the Effective Date shall receive on the Effective Date or as
soon thereafter as reasonably practicable: (1) Plan Consideration in the form of Cash in an
amount equal to such Allowed Priority Tax Claim; (2) Plan Consideration in the form of Cash in
an amount agreed to by such Holder and New LightSquared; or (3) at the option of New
LightSquared, Plan Consideration in the form of Cash in an aggregate amount equal to such
Allowed Priority Tax Claim payable in installment payments over a period of not more than five
(5) years after the Petition Date pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. To
the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, the
Holder of such Claim shall receive Plan Consideration in the form of Cash in accordance with

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$12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits Pg 44 of 114 the terms of any agreement between New LightSquared and the Holder of such Claim, or as may be due and payable under applicable non-bankruptcy law or in the ordinary course of business. H. Payment of Statutory Fees On the Effective Date or as soon thereafter as reasonably practicable, the Reorganized Debtors shall pay all U.S. Trustee Fees that are due and owing on the Effective Date. Following the Effective Date, New LightSquared shall pay the U.S. Trustee Fees for each quarter (including any fraction thereof) until the first to occur of the Chapter 11 Cases being converted, dismissed, or closed. ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS A. Summary The categories listed in Section III.B hereof classify Claims against, and Equity Interests in, each of the Debtors for all purposes, including voting, Confirmation, and distribution pursuant hereto and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Equity Interest is classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Equity Interest qualifies within the description of such other Classes. A Claim or Equity Interest is also classified in a particular Class for the purpose of receiving Plan Distributions pursuant to the Plan only to the extent that such Claim or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date. B. Classification and Treatment of Claims and Equity Interests To the extent a Class contains Allowed Claims or Allowed Equity Interests with respect to a particular Debtor, the treatment provided to each Class for distribution purposes is specified below: 1. Class 1 – Inc. Other Priority Claims (a) Classification: Class 1 consists of all Inc. Other Priority Claims. (b) Treatment: In full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Inc. Other Priority Claim, on the Effective Date or as soon thereafter as reasonably practicable, except to the extent that a Holder of an Allowed Inc. Other Priority Claim agrees to any other treatment, each Holder of an Allowed Inc. Other Priority Claim against an individual Inc. Debtor shall receive Plan Consideration in the form of Cash in an amount equal to such Allowed Inc. Other Priority Claim. (c) Voting: Class 1 is Unimpaired by the Plan. Each Holder of a Class 1 Inc. Other Priority Claim is conclusively presumed to have accepted the Plan 38$

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pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
1 Inc. Other Priority Claim is entitled to vote to accept or reject the Plan.

2. Class 2 – LP Other Priority Claims

(a) Classification: Class 2 consists of all LP Other Priority Claims.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed LP Other Priority Claim, on the
Effective Date or as soon thereafter as reasonably practicable, except to
the extent that a Holder of an Allowed LP Other Priority Claim agrees to
any other treatment, each Holder of an Allowed LP Other Priority Claim
against an individual LP Debtor shall receive Plan Consideration in the
form of Cash in an amount equal to such Allowed LP Other Priority
Claim.

(c) Voting: Class 2 is Unimpaired by the Plan. Each Holder of a Class 2 LP
Other Priority Claim is conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
2 LP Other Priority Claim is entitled to vote to accept or reject the Plan.

3. Class 3 – Inc. Other Secured Claims

(a) Classification: Class 3 consists of all Inc. Other Secured Claims.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Inc. Other Secured Claim, on the
Effective Date or as soon thereafter as reasonably practicable, except to
the extent that a Holder of an Allowed Inc. Other Secured Claim agrees to
any other treatment, each Holder of an Allowed Inc. Other Secured Claim
against an individual Inc. Debtor shall receive one of the following
treatments, in the sole discretion of the New Investors (upon agreement of
all of the New Investors) or the Reorganized Debtors, as applicable: (i)
Plan Consideration in the form of Cash in an amount equal to such
Allowed Inc. Other Secured Claim; (ii) delivery of the Collateral securing
such Allowed Inc. Other Secured Claim and payment of interest required
to be paid under section 506(b) of the Bankruptcy Code, if any; or (iii)
treatment of such Allowed Inc. Other Secured Claim in any other manner
such that the Allowed Inc. Other Secured Claim shall be rendered
Unimpaired.

(c) Voting: Class 3 is Unimpaired by the Plan. Each Holder of a Class 3 Inc.
Other Secured Claim is conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
3 Inc. Other Secured Claim is entitled to vote to accept or reject the Plan.

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4. Class 4 – LP Other Secured Claims

(a) Classification: Class 4 consists of all LP Other Secured Claims.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed LP Other Secured Claim, on the
Effective Date or as soon thereafter as reasonably practicable, except to
the extent that a Holder of an Allowed LP Other Secured Claim agrees to
any other treatment, each Holder of an Allowed LP Other Secured Claim
against an individual LP Debtor shall receive one of the following
treatments, in the sole discretion of the New Investors (upon agreement of
all of the New Investors) or the Reorganized Debtors, as applicable: (i)
Plan Consideration in the form of Cash in an amount equal to such
Allowed LP Other Secured Claim; (ii) delivery of the Collateral securing
such Allowed LP Other Secured Claim and payment of interest required to
be paid under section 506(b) of the Bankruptcy Code, if any; or (iii)
treatment of such Allowed LP Other Secured Claim in any other manner
such that the Allowed LP Other Secured Claim shall be rendered
Unimpaired.

(c) Voting: Class 4 is Unimpaired by the Plan. Each Holder of a Class 4 LP
Other Secured Claim is conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a Class
4 LP Other Secured Claim is entitled to vote to accept or reject the Plan.

5. Class 5 - Prepetition Inc. Facility Non-Subordinated Claims

(a) Classification: Class 5 consists of all Prepetition Inc. Facility Non-
Subordinated Claims.

(b) Allowance: Prepetition Inc. Facility Non-Subordinated Claims shall be
Allowed Claims in the aggregate amount of $337,879,725.54 as of
January 15, 2015 (and as increased on a per diem basis through and
including the Effective Date to account for Inc. Facility Postpetition
Interest allocable to the Prepetition Inc. Facility Non-Subordinated Claims
accrued from January 16, 2015 through the Effective Date) for all
purposes and, for the avoidance of doubt, shall include all principal, Inc.
Facility Prepetition Interest, and Inc. Facility Postpetition Interest
allocable to the Prepetition Inc. Facility Non-Subordinated Claims through
and including the Effective Date, but shall exclude any Prepetition Inc.
Facility Repayment Premium allocable to the Prepetition Inc. Facility
Non-Subordinated Claims (which amount shall not be Allowed).

(c) Treatment: In accordance with, and subject to the terms and conditions of,
the JPM Inc. Facilities Claims Purchase Agreement, on the Inc. Facilities
Claims Purchase Closing Date, SIG shall purchase in Cash from the
Prepetition Inc. Facility Claims Sellers all rights, title, and interest to the
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Acquired Inc. Facility Claims in exchange for the Acquired Inc. Facility
Claims Purchase Price. In full and final satisfaction, settlement, release,
and discharge of, and in exchange for, each Acquired Inc. Facility Claim
and the termination of Liens securing such Claims, on the Effective Date
or as soon thereafter as reasonably practicable, except to the extent that a
Holder of an Acquired Inc. Facility Claim agrees to any other treatment,
each Acquired Inc. Facility Claim, which shall include all Inc. Facility
Postpetition Interest allocable to the Acquired Inc. Facility Claims through
and including the Effective Date, shall be converted into the Reorganized
LightSquared Inc. Exit Facility on a dollar-for-dollar basis on the
Effective Date.

(d) Voting: Class 5 is Impaired by the Plan. Each Holder of a Class 5
Prepetition Inc. Facility Non-Subordinated Claim as of the Voting Record
Date is entitled to vote to accept or reject the Plan.

6. Class 6 - Prepetition Inc. Facility Subordinated Claims

(a) Classification: Class 6 consists of all Prepetition Inc. Facility
Subordinated Claims.

(b) Allowance: Prepetition Inc. Facility Subordinated Claims shall be Allowed
Claims in the aggregate amount of $188,903,095.98 as of December 31,
2014 (and as increased on a per diem basis through and including the
Effective Date to account for Inc. Facility Postpetition Interest allocable to
the Prepetition Inc. Facility Subordinated Claims accrued from January 1,
2015 through the Effective Date) for all purposes and, for the avoidance of
doubt, shall include all principal, Inc. Facility Prepetition Interest and Inc.
Facility Postpetition Interest allocable to the Prepetition Inc. Facility
Subordinated Claims through and including the Effective Date, but shall
exclude the Prepetition Inc. Facility Repayment Premium allocable to the
Prepetition Inc. Facility Subordinated Claims (which amount shall not be
Allowed).

(c) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Prepetition Inc. Facility
Subordinated Claim and the termination of Liens securing such Claims
and Harbinger’s contribution to New LightSquared of the Harbinger
Litigations, on the Effective Date or as soon thereafter as reasonably
practicable, except to the extent that a Holder of an Allowed Prepetition
Inc. Facility Subordinated Claim agrees to any other treatment, each
Holder of an Allowed Prepetition Inc. Facility Subordinated Claim shall
receive Plan Consideration in the form of such Holder’s pro rata share of
(i) New LightSquared Series A Preferred Interests having an original
liquidation preference equal to the Allowed amount of the principal
amount of Prepetition Inc. Facility Subordinated Claims, plus the Inc.
Facility Prepetition Interest and the Inc. Facility Postpetition Interest
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allocable to the Prepetition Inc. Facility Subordinated Claims as of the
Effective Date, plus $122,000,000, and (ii) 44.45% of the New
LightSquared Common Interests. For the avoidance of doubt, the
treatment provided to Class 6 herein shall satisfy in full any and all Claims
(including, without limitation, guarantee claims and adequate protection
claims) that may be asserted by the Holders of Prepetition Inc. Facility
Subordinated Claims against any and all Debtors.

(d) Voting: Class 6 is Impaired by the Plan. Each Holder of a Class 6
Prepetition Inc. Facility Subordinated Claim as of the Voting Record Date
is entitled to vote to accept or reject the Plan.

7. Class 7A - Prepetition LP Facility Non-SPSO Claims

(a) Classification: Class 7A consists of all Prepetition LP Facility Non-SPSO
Claims.

(b) Allowance: The Prepetition LP Facility Non-SPSO Claims against the LP
Debtors shall be Allowed Claims on the Effective Date for all purposes,
and, for the avoidance of doubt, shall include all LP Facility Postpetition
Interest, all LP Facility Prepetition Interest, the LP Facility Repayment
Premium, and the Prepetition LP Fee Claims.

(c) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Prepetition LP Facility Non-SPSO
Claim, on the Effective Date or as soon thereafter as reasonably
practicable, except to the extent that a Holder of an Allowed Prepetition
LP Facility Non-SPSO Claim agrees to any other treatment, each such
Holder of an Allowed Prepetition LP Facility Non-SPSO Claim against
the LP Debtors shall receive Second Lien Exit Term Loans in a principal
amount equal to such Holder’s Allowed Prepetition LP Facility Non-
SPSO Claim as of the Effective Date; provided, that any Allowed
Prepetition LP Fee Claims of Holders of Prepetition LP Facility Non-
SPSO Claims (including any LP Group Fee Claim) shall be payable in
Cash or in Second Lien Exit Term Loans, and at such time(s), as
determined by the New Investors and either the Debtors or the
Reorganized Debtors, as applicable; provided, further, that any
determination by the New Investors and either the Debtors or the
Reorganized Debtors, as applicable, as to the form and manner of payment
of the Prepetition LP Fee Claims of Holders of Prepetition LP Facility
Non-SPSO Claims shall apply equally to all such Prepetition LP Fee
Claims; provided, further, that the Plan Proponents reserve the right to
modify the treatment of Class 7A to provide for the payment of all
Allowed Prepetition LP Facility Non-SPSO Claims in full in Cash on the
Effective Date.

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(d) Voting: Class 7A is Impaired by the Plan. Each Holder of a Class 7A
Prepetition LP Facility Non-SPSO Claim as of the Voting Record Date is
entitled to vote to accept or reject the Plan.

8. Class 7B - Prepetition LP Facility SPSO Claims

(a) Classification: Class 7B consists of all Prepetition LP Facility SPSO
Claims.

(b) Allowance: The Prepetition LP Facility SPSO Claims against the LP
Debtors shall include all LP Facility Postpetition Interest, all LP Facility
Prepetition Interest, the LP Facility Repayment Premium, and the
Prepetition LP Fee Claims. All parties in interest shall have the right to
assert all claims and defenses to the allowance of any and all Prepetition
LP Facility SPSO Claims previously sought and currently subject to the
Appeal, except for equitable subordination of the Prepetition LP Facility
SPSO Claims; provided, however, that in the case of any Prepetition LP
Fee Claims requested by SPSO, all parties in interest shall have the right
to assert all claims and defenses to the allowance thereof.

(c) Treatment: In full and final satisfaction and discharge of, and in exchange
for, each Prepetition LP Facility SPSO Claim, on the Effective Date or as
soon thereafter as reasonably practicable, except to the extent that a
Holder of a Prepetition LP Facility SPSO Claim agrees to any other
treatment, each such Holder of a Prepetition LP Facility SPSO Claim
against the LP Debtors shall receive Plan Consideration in the form of
Cash in an amount equal to such Holder’s Prepetition LP Facility SPSO
Claim as of the Effective Date; provided, that in the case of any
Prepetition LP Fee Claims asserted by SPSO, such Cash shall only be
distributed to the Holder of such Claim upon the allowance thereof.

The Cash received by the Holders of the Prepetition LP Facility SPSO
Claims shall be subject to disgorgement to New LightSquared without the
further approval of any Entity, to the extent that the Bankruptcy Court or
any other court of competent jurisdiction, at the request of any party in
interest, disallows (on the grounds set forth in Section III.B.8(b)) all or
any part of the Prepetition LP Facility SPSO Claims.

(d) Voting: Class 7B is Unimpaired by the Plan. Each Holder of a Class 7B
Prepetition LP Facility SPSO Claim as of the Voting Record Date is
conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. No Holder of a Class 7B Prepetition LP
Facility SPSO Claim is entitled to vote to accept or reject the Plan.

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9. Class 8A – Prepetition LP Facility Non-SPSO Guaranty Claims

(a) Classification: Inc. Class 8A consists of all Prepetition LP Facility Non
SPSO Guaranty Claims.

(b) Allowance: The Prepetition LP Facility Non-SPSO Guaranty Claims shall
be Allowed Claims on the Effective Date for all purposes, and for the
avoidance of doubt shall include all LP Facility Postpetition Interest, all
LP Facility Prepetition Interest, the LP Facility Repayment Premium, and
the Prepetition LP Fee Claims.

(c) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Prepetition LP Facility Non-SPSO
Guaranty Claim, on the Effective Date, and except to the extent that a
Holder of an Allowed Prepetition LP Facility Non-SPSO Guaranty Claim
agrees to any other treatment, the Inc. Debtors who are New LightSquared
Obligors shall each provide to the agent under the Second Lien Exit
Facility guaranties of New LightSquared’s obligations under the Second
Lien Exit Facility, which guaranty shall be secured by the assets of such
New LightSquared Obligor, and the New LightSquared Obligors will
grant liens to the agent under the Second Lien Exit Facility on all other
assets received by the New LightSquared Obligors from the Reorganized
Inc. Entities pursuant to Section IV.B.2(c)(i) hereof.

(d) Voting: Class 8A is Impaired by the Plan. Each Holder of a Class 8A
Prepetition LP Facility Non-SPSO Guaranty Claim as of the Voting
Record Date is entitled to vote to accept or reject the Plan. If the Holder of
a Class 8A Prepetition LP Facility Non-SPSO Guaranty Claim votes to
accept the Plan, such vote also shall be deemed an acceptance of the Plan
with respect to Claims held by such Holder in Class 7A.

10. Class 8B –Prepetition LP Facility SPSO Guaranty Claims

(a) Classification: Class 8B consists of all Prepetition LP Facility SPSO
Guaranty Claims.

(b) Allowance: The Prepetition LP Facility SPSO Guaranty Claims shall
include all LP Facility Postpetition Interest, all LP Facility Prepetition
Interest, the LP Facility Repayment Premium, and the Prepetition LP Fee
Claims. All parties in interest shall have the right to assert all claims and
defenses to the allowance of any and all Prepetition LP Facility SPSO
Guaranty Claims previously sought and currently subject to the Appeal,
except for equitable subordination of the Prepetition LP Facility SPSO
Guaranty Claims; provided, however, that in the case of any Prepetition
LP Fee Claims requested by SPSO, all parties in interest shall have the
right to assert all claims and defenses to the allowance thereof.

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(c) Treatment: The Cash received by the Holders of the Prepetition LP
Facility SPSO Claims shall be deemed to be in full and final satisfaction
and discharge of, and in exchange for, each Prepetition LP Facility SPSO
Guaranty Claim on the Effective Date.

The Cash received by the Holders of the Prepetition LP Facility SPSO
Claims shall be subject to disgorgement to New LightSquared without the
further approval of any Entity, to the extent that the Bankruptcy Court or
any other court of competent jurisdiction, at the request of any party in
interest, disallows (on the grounds set forth in Section III.B.8(b)) all or
any part of the Prepetition LP Facility SPSO Claims.

(d) Voting: Class 8B is Unimpaired by the Plan. Each Holder of a Class 8B
Prepetition LP Facility SPSO Guaranty Claim as of the Voting Record
Date is conclusively presumed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. No Holder of a Class 8B
Prepetition LP Facility SPSO Guaranty Claim is entitled to vote to accept
or reject the Plan.

11. Class 9 – Inc. General Unsecured Claims

(a) Classification: Class 9 consists of all Inc. General Unsecured Claims.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Inc. General Unsecured Claim, on
the Effective Date or as soon thereafter as reasonably practicable, except
to the extent that a Holder of an Allowed Inc. General Unsecured Claim
agrees to any other treatment, each Holder of an Allowed Inc. General
Unsecured Claim against an individual Inc. Debtor shall receive Plan
Consideration in the form of Cash in an amount equal to such Allowed
Inc. General Unsecured Claim, including interest from the Petition Date to
the Effective Date.

(c) Voting: Class 9 is Unimpaired by the Plan. Each Holder of a Class 9 Inc.
General Unsecured Claim is conclusively presumed to have accepted the
Plan pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a
Class 9 Inc. General Unsecured Claim is entitled to vote to accept or reject
the Plan.

12. Class 10 – LP General Unsecured Claims

(a) Classification: Class 10 consists of all LP General Unsecured Claims.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed LP General Unsecured Claim, on
the Effective Date or as soon thereafter as reasonably practicable, except
to the extent that a Holder of an Allowed LP General Unsecured Claim

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agrees to any other treatment, each Holder of an Allowed LP General
Unsecured Claim against an individual LP Debtor shall receive Plan
Consideration in the form of Cash in an amount equal to such Allowed LP
General Unsecured Claim, including interest from the Petition Date to the
Effective Date.

(c) Voting: Class 10 is Unimpaired by the Plan. Each Holder of a Class 10 LP
General Unsecured Claim is conclusively presumed to have accepted the
Plan pursuant to section 1126(f) of the Bankruptcy Code. No Holder of a
Class 10 LP General Unsecured Claim is entitled to vote to accept or
reject the Plan.

13. Class 11 – Existing LP Preferred Units

(a) Classification: Class 11 consists of all Existing LP Preferred Units.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Existing LP Preferred Units, on the
Effective Date or as soon thereafter as reasonably practicable, except to
the extent that a Holder of an Allowed Existing LP Preferred Units agrees
to any other treatment, each Holder of an Allowed Existing LP Preferred
Units shall, at the Holder’s option, receive Plan Consideration in the form
of either (1) New LightSquared Series A-2 Preferred Interests having a
liquidation preference equal to such Holder’s pro rata share of Existing LP
Preferred Units Distribution Amount or (2) New LightSquared Series C
Preferred Interests having a liquidation preference equal to such Holder’s
pro rata share of Existing LP Preferred Units Distribution Amount. Each
Holder must identify their election to receive New LightSquared Series A-
2 Preferred Interests or New LightSquared Series C Preferred Interests in
writing to the Debtors and each of the New Investors within ten (10)
Business Days after entry of the Confirmation Order. If no election is
timely made by a Holder of Allowed Existing LP Preferred Units, then
such Holder shall be deemed to have elected to receive New LightSquared
Series C Preferred Interests. For the avoidance of doubt, any New
Investor that holds Allowed Existing LP Preferred Units shall be deemed,
and hereby agrees, to elect to receive New LightSquared Series C
Preferred Interests solely on account of the Allowed Existing LP Preferred
Units held by such New Investor as of the Distribution Record Date.

(c) Voting: Class 11 is Impaired by the Plan. Each Holder of a Class 11
Existing LP Preferred Units as of the Voting Record Date is entitled to
vote to accept or reject the Plan.

14. Class 12 – Existing Inc. Preferred Stock Equity Interests

(a) Classification: Class 12 consists of all Existing Inc. Preferred Stock
Equity Interests.
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(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Existing Inc. Preferred Stock
Equity Interest, on the Effective Date or as soon thereafter as reasonably
practicable, except to the extent that a Holder of an Allowed Existing Inc.
Preferred Stock Equity Interest agrees to any other treatment:

(i) each Other Existing Inc. Preferred Equity Holder shall receive on
account of its Allowed Existing Inc. Preferred Stock Equity
Interest Plan Consideration in the form of such Holder’s pro rata
share of New LightSquared Series C Preferred Interests having an
original liquidation preference equal to the outstanding liquidation
preference of the Existing Inc. Preferred Stock held by such Other
Existing Inc. Preferred Equity Holder as of the Effective Date
(excluding any prepayment or redemption premium) in the manner
set forth in Section IV.B.2(d)(iii) below; and

(ii) SIG shall receive 100% of the Reorganized LightSquared Inc.
Common Shares issued as of the Effective Date.

(c) Voting: Class 12 is Impaired by the Plan. Each Holder of a Class 12
Existing Inc. Preferred Stock Equity Interest as of the Voting Record Date
is entitled to vote to accept or reject the Plan.

15. Class 13 – Existing LP Common Units Equity Interests

(a) Classification: Class 13 consists of all Existing LP Common Units Equity
Interests.

(b) Treatment: All Existing LP Common Units Equity Interests shall be
cancelled as of the Effective Date, and Holders of Existing LP Common
Units Equity Interests shall not receive any distribution under the Plan on
account of such Existing LP Common Units Equity Interests.

(c) Voting: Class 13 is Impaired by the Plan. Each Holder of a Class 13
Existing LP Common Units Equity Interest is deemed to have rejected the
Plan pursuant to section 1126(g) of the Bankruptcy Code. No Holder of a
Class 13 Existing LP Common Units Equity Interest is entitled to vote to
accept or reject the Plan.

16. Class 14 – Existing Inc. Common Stock Equity Interests

(a) Classification: Class 14 consists of all Existing Inc. Common Stock
Equity Interests.

(b) Treatment: All Existing Inc. Common Stock Equity Interests shall be
cancelled as of the Effective Date, and Holders of Existing Inc. Common

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Stock Equity Interests shall not receive any distribution under the Plan on
account of such Existing Inc. Common Stock Equity Interests.

(c) Voting: Class 14 is Impaired by the Plan. Each Holder of a Class 14
Existing Inc. Common Stock Equity Interest is deemed to have rejected
the Plan pursuant to section 1126(g) of the Bankruptcy Code. No Holder
of a Class 14 Existing Inc. Common Stock Equity Interest is entitled to
vote to accept or reject the Plan.

17. Class 15A – Inc. Debtor Intercompany Claims

(a) Classification: Class 15A consists of all Intercompany Claims against the
Inc. Debtors.

(b) Treatment: Holders of Allowed Intercompany Claims against an Inc.
Debtor shall not receive any distribution from Plan Consideration on
account of such Intercompany Claims.

(c) Voting: Class 15A is Impaired by the Plan. Each Holder of a Class 15A
Inc. Debtor Intercompany Claim is conclusively presumed to have rejected
the Plan pursuant to section 1126(g) of the Bankruptcy Code. No Holder
of a Class 15A – Inc. Debtor Intercompany Claim is entitled to vote to
accept or reject the Plan.

18. Class 15B – LP Debtor Intercompany Claims

(a) Classification: Class 15B consists of all Intercompany Claims against the
LP Debtors.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Intercompany Claim against an LP
Debtor, on the Effective Date or as soon thereafter as reasonably
practicable, except to the extent that a Holder of an Allowed Intercompany
Claim against an LP Debtor agrees to any other treatment, each Allowed
Intercompany Claim against an LP Debtor shall be Reinstated for the
benefit of the Holder thereof; provided, that the Inc. Debtors agree that
they shall not receive any recovery on account of, and shall discharge, any
and all of the Intercompany Claims that they can assert against each of the
LP Debtors. After the Effective Date, the Reorganized LP Debtors, in their
sole discretion, shall have the right to resolve or compromise Allowed
Intercompany Claims against an LP Debtor without further notice to or
action, order, or approval of the Bankruptcy Court.

(c) Voting: Class 15B is Unimpaired by the Plan. Each Holder of a Class 15B
LP Debtor Intercompany Claim is conclusively presumed to have accepted
the Plan pursuant to section 1126(f) of the Bankruptcy Code. No Holder of

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a Class 15B LP Debtor Intercompany Claim is entitled to vote to accept or
reject the Plan.

19. Class 16A – LP Debtor Intercompany Interests

(a) Classification: Class 16A consists of all Intercompany Interests in an LP
Debtor.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Intercompany Interest in an LP
Debtor, other than Allowed Existing LP Common Units, on the Effective
Date or as soon thereafter as reasonably practicable, except to the extent
that a Holder of an Allowed Intercompany Interest in an LP Debtor agrees
to any other treatment, each Allowed Intercompany Interest in an LP
Debtor, other than Allowed Existing LP Common Units, shall be
Reinstated for the benefit of the Holder thereof and treated in accordance
with the Plan, as applicable.

(c) Voting: Class 16A is Unimpaired by the Plan. Each Holder of a LP Debtor
Class 16A Intercompany Interest is conclusively presumed to have
accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. No
Holder of a LP Debtor Class 16A Intercompany Interest is entitled to vote
to accept or reject the Plan.

20. Class 16B – Inc. Debtor Intercompany Interests

(a) Classification: Class 16B consists of all Intercompany Interests in an Inc.
Debtor.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge
of, and in exchange for, each Allowed Intercompany Interest in an Inc.
Debtor, on the Effective Date or as soon thereafter as reasonably
practicable, and except to the extent an Intercompany Interest in an Inc.
Debtor is assigned or otherwise transferred pursuant to Section IV.B.2(c)
hereof, each Allowed Intercompany Interest in an Inc. Debtor shall be
Reinstated for the benefit of the Holder thereof and treated in accordance
with the Plan, as applicable.

(c) Voting: Class 16B is Unimpaired by the Plan. Each Holder of an Inc.
Debtor Class 16B Intercompany Interest is conclusively presumed to have
accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. No
Holder of an Inc. Debtor Class 16B Intercompany Interest is entitled to
vote to accept or reject the Plan.

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C. Special Provision Governing Unimpaired Claims and Equity Interests

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’
rights in respect of any Unimpaired Claims or Equity Interests, including, without limitation, all
rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such
Unimpaired Claims or Equity Interests.

D. Acceptance or Rejection of Plan

1. Voting Classes Under Plan

Under the Plan, Classes 5, 6, 7A, 8A, 11, and 12 are Impaired, and each Holder of a
Claim or Equity Interest as of the Voting Record Date in such Classes is entitled to vote to accept
or reject the Plan.

2. Presumed Acceptance Under Plan

Under the Plan, (a) Classes 1, 2, 3, 4, 7B, 8B, 9, 10, 15B, 16A, and 16B are Unimpaired,
(b) the Holders of Claims in such Classes are conclusively presumed to have accepted the Plan,
and (c) such Holders are not entitled to vote to accept or reject the Plan.

3. Acceptance by Impaired Classes of Claims or Equity Interests

Pursuant to section 1126(c) of the Bankruptcy Code, and except as otherwise provided in
section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims has accepted the Plan if
the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number
of the Allowed Claims in such Class actually voting have voted to accept the Plan.

Pursuant to section 1126(d) of the Bankruptcy Code, and except as otherwise provided in
section 1126(e) of the Bankruptcy Code, an Impaired Class of Equity Interests has accepted the
Plan if the Holders of at least two-thirds (2/3) in amount of the Allowed Equity Interests in such
Class actually voting have voted to accept the Plan.

4. Presumed Acceptance by Non-Voting Classes

If a Class contains Claims or Equity Interests eligible to vote and no Holders of Claims or
Equity Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be
presumed accepted by the Holders of such Claims or Equity Interests in such Class.

5. Deemed Rejection of the Plan

Under the Plan, Classes 13, 14, and 15A are Impaired, and the Holders of Claims and
Equity Interests in such Classes (a) shall receive no distributions under the Plan on account of
their Claims or Equity Interests, (b) are deemed to have rejected the Plan, and (c) are not entitled
to vote to accept or reject the Plan, and the votes of such Holders shall not be solicited.

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E. Elimination of Vacant Classes

Any Class of Claims or Equity Interests that does not contain a Holder of an Allowed
Claim or Allowed Equity Interest, or a Claim or Equity Interest temporarily Allowed by the
Bankruptcy Court as of the Confirmation Hearing Date, shall be deemed eliminated from the
Plan for purposes of voting to accept or reject the Plan and for purposes of determining
acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the
Bankruptcy Code.

F. Confirmation Pursuant to Section 1129(b) of Bankruptcy Code

The Plan Proponents will request Confirmation of the Plan pursuant to section 1129(b) of
the Bankruptcy Code with respect to any Impaired Class that is deemed to reject the Plan or
votes to reject the Plan. The Plan Proponents reserve the right, with the consent of the JPM
Investment Parties and, solely with respect to the Plan, the JPM Inc. Facilities Claims Purchase
Agreement, the New Investor Commitment Documents, and the Second Lien Exit Credit
Agreement, MAST, to revoke or withdraw the Plan or any document in the Plan Supplement,
subject to and in accordance with the Plan Support Agreement and the terms of the Plan. The
Plan Proponents, with the consent of MAST (to the extent provided herein and in the Plan
Support Agreement), also reserve the right to alter, amend, or modify the Plan or any document
in the Plan Supplement, including amending or modifying it to satisfy the requirements of
section 1129(b) of the Bankruptcy Code, if necessary, subject to and in accordance with the Plan
Support Agreement or, in the case of the Debtors, the terms of the Plan, as applicable. Any
alternative treatment to be provided to a Holder of Claims or Equity Interests instead of the
treatment expressly provided in this Article III shall require the prior consent of each New
Investor and the Debtors and, prior to the Inc. Facilities Claims Purchase Closing Date and solely
with respect to the treatment of the Prepetition Inc. Facility Non-Subordinated Claims, MAST.

G. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Equity Interests, or any Class of
Claims or Equity Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing,
determine such controversy on or before the Confirmation Date.

ARTICLE IV.
MEANS FOR IMPLEMENTATION OF PLAN

A. Sources of Consideration for Plan Distributions

All consideration necessary for the Disbursing Agent to make Plan Distributions shall be
derived from Cash on hand and proceeds from the New DIP Facilities, the JPM Inc. Facilities
Claims Purchase Agreement, the New Investor Commitment Documents (as applicable), the
Working Capital Facility, the Second Lien Exit Facility, the Reorganized LightSquared Inc. Exit
Facility as well as the New LightSquared Entities Shares.

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B. Plan Transactions

The Confirmation Order shall be deemed to authorize, among other things, the Plan
Transactions. On and after the Confirmation Date or the Effective Date, as applicable, the Plan
Proponents, with the consent of each New Investor, or the Reorganized Debtors, as applicable,
may take all actions as may be necessary or appropriate to effect any transaction described in,
approved by, contemplated by, or necessary to effectuate the Plan and this Article IV, including:
(1) the execution and delivery of appropriate agreements or other documents of merger,
amalgamation, consolidation, reorganization, or dissolution containing terms that are consistent
with the terms of the Plan and that satisfy the requirements of applicable law; (2) the execution
and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any
property, right, liability, duty, or obligation on terms consistent with the terms of the Plan; (3) the
filing of appropriate certificates of incorporation, certificates of partnership, merger,
amalgamation, consolidation, conversion, reconstitution, or dissolution with the appropriate
governmental authorities pursuant to applicable law; and (4) all other actions that each of the
New Investors or the Reorganized Debtors, as applicable, determine are necessary or
appropriate.

1. Confirmation Date Plan Transactions. Certain Plan Transactions occurring prior
to, on, or as soon as practicable after the Confirmation Date shall include, without
limitation, the following:

(a) On the Inc. Facilities Claims Purchase Closing Date, the New Inc. DIP
Obligors, the New Inc. DIP Lenders, and other relevant Entities shall enter
into the New Inc. DIP Credit Agreement and, subject to the terms of the
New Inc. DIP Credit Agreement, the New Inc. DIP Lenders shall fund the
New Inc. DIP Facility (including by converting Acquired DIP Inc. Claims
into New Inc. DIP Loans to the extent applicable) and the proceeds thereof
shall be used (i) to indefeasibly repay the Allowed DIP Inc. Claims (other
than the Acquired DIP Inc. Claims to the extent applicable) in full in Cash,
and (ii) for general corporate purposes and to fund the working capital
needs of the Inc. Debtors through the Effective Date. The New Inc. DIP
Facility may be combined with the New LP DIP Facility, but only to the
extent that the Inc. Facilities Claims Purchase Closing Date has occurred
(or will occur concurrently therewith) and the Allowed DIP Inc. Claims
that are not JPM Acquired DIP Inc. Claims have been indefeasibly paid in
full in Cash either (i) from the proceeds of the Third Party New Inc. DIP
Facility or (ii) as contemplated by the New Investor Commitment
Documents.

(b) On the New LP DIP Closing Date, the New LP DIP Obligors, New LP
DIP Lenders, and other relevant Entities shall enter into the New LP DIP
Credit Agreement. The New LP DIP Facility may be combined with the
New Inc. DIP Facility. On the New LP DIP Closing Date, subject to the
terms of the New LP DIP Credit Agreement, the New LP DIP Lenders
shall fund the New LP DIP Facility, and the proceeds thereof shall be used
to indefeasibly repay in full in Cash the Allowed DIP LP Claims and for
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general corporate purposes and to fund the working capital needs of the
LP Debtors through the Effective Date.

(c) Pursuant to, and subject to the terms and conditions of, the JPM Inc.
Facilities Claims Purchase Agreement, SIG shall purchase from the DIP
Inc. Claims Sellers in Cash all right, title, and interest to the JPM Acquired
DIP Inc. Claims upon the Inc. Facilities Claims Purchase Closing Date.
On the New Inc. DIP Closing Date, the JPM Acquired DIP Inc. Claims
purchased by SIG shall be converted into New Inc. DIP Loans on a dollar-
for-dollar basis, of which on the Effective Date, $41,000,000 shall be
converted into the Reorganized LightSquared Inc. Exit Facility as set forth
in Section IV.B.2(d)(i) and the remainder of New Inc. DIP Claims held by
SIG (including any accrued and unpaid interest thereon) shall be paid in
Cash.

(d) To the extent applicable, pursuant to, and subject to the terms and
conditions of, the New Investor Commitment Documents, Fortress and
Centerbridge shall purchase from the DIP Inc. Claims Sellers in Cash all
right, title, and interest to the Fortress/Centerbridge Acquired DIP Inc.
Claims upon the Inc. Facilities Claims Purchase Closing Date. On the
New Inc. DIP Closing Date, the Fortress/Centerbridge Acquired DIP Inc.
Claims purchased by Fortress and Centerbridge shall be converted into
New Inc. DIP Loans on a dollar-for-dollar basis.

(e) Pursuant to, and subject to the terms and conditions of, the JPM Inc.
Facilities Claims Purchase Agreement, SIG shall purchase from the
Prepetition Inc. Facility Claim Sellers in Cash all right, title, and interest
to the Acquired Inc. Facility Claims upon the Inc. Facilities Claims
Purchase Closing Date. For the avoidance of doubt, the Inc. Facility
Postpetition Interest shall continue to accrue on the Acquired Inc. Facility
Claims after the Inc. Facilities Claims Purchase Closing Date through the
Effective Date. On the Effective Date, the Acquired Inc. Facility Claims
shall be converted into the Reorganized LightSquared Inc. Exit Facility as
set forth in Section IV.B.2(d)(i) below. For the avoidance of doubt, the
Inc. Facilities Claims Purchase Closing Date shall coincide with the
payment in full in Cash of the DIP Inc. Claims that are not Acquired DIP
Inc. Claims as set forth in Section IV.B.1(a).

2. Effective Date Plan Transactions. Plan Transactions occurring on the Effective
Date shall include, without limitation, the following:

(a) LightSquared LP shall be converted to a Delaware limited liability
company pursuant to applicable law.

(b) Fortress and Centerbridge shall fund to New LightSquared their Effective
Date Investments. As consideration for such Effective Date Investments,
New LightSquared shall issue: (i) to Fortress, 26.20% of New
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LightSquared Common Interests and New LightSquared Series B
Preferred Interests having an original liquidation preference of
$68,391,643.16; and (ii) to Centerbridge, 8.10% of New LightSquared
Common Interests and New LightSquared Series B Preferred Interests
having an original liquidation preference of $21,108,531.85.

(c) Certain Transactions Between New LightSquared and Reorganized Inc.
Entities.

(i) On the Effective Date, each Reorganized Inc. Entity shall assign,
contribute or otherwise transfer to New LightSquared substantially
all of its assets, including all legal, equitable, and beneficial right,
title, and interest thereto and therein, including, without limitation,
all of its equity interests, if any, in any Reorganized Debtor (except
as provided below), intellectual property, contractual rights,
Retained Causes of Action, and the right to prosecute such
Retained Causes of Action and receive the benefits therefrom; but
excluding each Reorganized Inc. Entity’s tax attributes and direct
or indirect equity interests in One Dot Four Corp., SkyTerra Rollup
LLC, SkyTerra Rollup Sub LLC, TMI Communications Delaware,
Limited Partnership, LightSquared Investors Holdings Inc. and
SkyTerra Investors LLC; and

(ii) As consideration for the Reorganized Inc. Entities assigning,
contributing or otherwise transferring their assets to New
LightSquared as described in clause (i) above, on the Effective
Date, New LightSquared shall (A) issue to the Reorganized Inc.
Entities (1) 21.25% of the New LightSquared Common Interests,
(2) New LightSquared Series C Preferred Interests having an
original liquidation preference equal to (y) the outstanding
liquidation preference of the Existing Inc. Preferred Stock held by
the Other Existing Inc. Preferred Equity Holders as of the Effective
Date (excluding any prepayment or redemption premium) plus (z)
$73,000,000 (subject to the distribution obligations set forth in
Section IV.B.2(d)(iii)), (3) New LightSquared Series B Preferred
Interests having an original liquidation preference of $41,000,000
and (4) New LightSquared Series A-1 Preferred Interests having an
original liquidation preference equal to the Allowed Prepetition
Inc. Facility Non-Subordinated Claims held by SIG as of the
Effective Date; and (B) assume all obligations with respect to, and
make the Plan Distributions required to be made under the Plan
with respect to Allowed Inc. Other Priority Claims, Allowed Inc.
Other Secured Claims, Allowed Prepetition Inc. Facility
Subordinated Claims, and Allowed Inc. General Unsecured
Claims.

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(d) Certain Transactions Regarding Claims Against and Equity Interests in the
Inc. Debtors.

(i) The Acquired Inc. Facility Claims (including all Inc. Facility
Postpetition Interest) and $41,000,000 of the New Inc. DIP Loans
held by SIG (as a result of the conversion of its JPM Acquired DIP
Inc. Claims into such New Inc. DIP Loans in accordance with
Section II.C.), will be converted into the Reorganized
LightSquared Inc. Exit Facility on a dollar-for-dollar basis (with
the remainder of the New Inc. DIP Loans held by SIG to be repaid
in full in Cash);

(ii) Reorganized LightSquared Inc. shall issue 100% of the
Reorganized LightSquared Inc. Common Shares to SIG in
satisfaction of its Existing Inc. Preferred Stock Equity Interests as
set forth in Section III.B.14(b)(ii) hereof;

(iii) The Reorganized Inc. Entities shall distribute to Other Existing
Inc. Preferred Equity Holders in satisfaction of their Existing Inc.
Preferred Stock Equity Interests as set forth in Section
III.B.14(b)(i) hereof, New LightSquared Series C Preferred
Interests having an original liquidation preference equal to the
outstanding liquidation preference of the Existing Inc. Preferred
Stock held by the Other Existing Inc. Preferred Equity Holders as
of the Effective Date (excluding any prepayment or redemption
premium); and

(iv) After giving effect to the transfer of assets contemplated by
Section IV.B.2(c) above, and to the distributions of New
LightSquared Series C Preferred Interests contemplated by Section
IV.B.2(d)(iii) above, Reorganized Inc. Entities will, collectively,
hold 21.25% of New LightSquared Common Interests, New
LightSquared Series C Preferred Interests having an original
liquidation preference of $73,000,000, New LightSquared Series B
Preferred Interests having an original liquidation preference of
$41,000,000 and New LightSquared Series A-1 Preferred Interests
having an original liquidation preference equal to the Prepetition
Inc. Facility Non-Subordinated Claims held by SIG as of the
Effective Date, and will retain their tax attributes and Reorganized
LightSquared Inc. will retain 100% of the equity interests in One
Dot Four Corp., SkyTerra Rollup LLC, SkyTerra Rollup Sub LLC,
TMI Communications Delaware, Limited Partnership,
LightSquared Investors Holdings Inc. and SkyTerra Investors
LLC; provided that, on the Effective Date, the Reorganized Inc.
Entities shall have the option to exchange on a dollar-for-dollar
basis all or a portion of their New LightSquared Series A-1
Preferred Interests into New LightSquared Series A-2 Preferred
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Interests and/or additional New LightSquared Series C Preferred
Interests.

3. New LightSquared Loan Facilities.

(a) New LightSquared and the other relevant Entities shall enter into the
Working Capital Facility and the Second Lien Exit Facility. Confirmation
of the Plan shall constitute (i) approval of the Working Capital Facility,
Second Lien Exit Facility, and all transactions contemplated thereby,
including any and all actions to be taken, undertakings to be made, and
obligations to be incurred by the New LightSquared Obligors in
connection therewith, including the payment of all fees, indemnities, and
expenses provided for therein, and (ii) authorization for the New
LightSquared Obligors to enter into and execute the Working Capital
Facility Credit Agreement, the Second Lien Exit Credit Agreement and
such other documents as may be required or appropriate. On the Effective
Date, the Working Capital Facility and the Second Lien Exit Facility,
together with any new promissory notes evidencing the obligations of the
New LightSquared Obligors, and all other documents, instruments,
mortgages, and agreements to be entered into, delivered, or confirmed
thereunder, shall become effective, valid, binding, and enforceable in
accordance with their terms, and each party thereto shall be bound
thereby. The obligations incurred by the New LightSquared Obligors
pursuant to the Working Capital Facility and the Second Lien Exit Facility
and related documents shall be secured and paid or otherwise satisfied
pursuant to, and as set forth in, the Working Capital Facility Credit
Agreement, the Second Lien Exit Credit Agreement and related
documents.

(i) Working Capital Facility. The New LightSquared Obligors,
Working Capital Lenders, and other relevant Entities shall enter
into the Working Capital Facility. The Working Capital Lenders
shall fund the Working Capital Facility through the provision of
new financing, in accordance with the Plan, Confirmation Order,
and Working Capital Facility Credit Agreement, and shall provide
for loans in the aggregate principal amount of up to
$1,250,000,000.

The Working Capital Facility Loans shall be secured by senior
liens on all assets of the New LightSquared Obligors, and shall
have market terms and conditions satisfactory to New
LightSquared, each of the New Investors, and the Debtors.

New LightSquared shall use the proceeds from the Working
Capital Facility for the purposes specified in the Plan, including to
satisfy Allowed Administrative Claims, repay the New DIP
Facilities (other than $41 million of the New Inc. DIP Loans held
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by SIG on account of the JPM Acquired DIP Inc. Claims), for
general corporate purposes and working capital needs, and to make
Plan Distributions.

The Working Capital Facility Loans may not be made by or
assigned or otherwise transferred (including by participation) to
any Prohibited Transferee and any assignment or other transfer
(including by participation) to a Prohibited Transferee shall be void
ab initio.

(ii) Second Lien Exit Facility. The New LightSquared Obligors and
the other relevant Entities shall enter into the Second Lien Exit
Facility. The Second Lien Exit Facility shall be funded through (a)
the provision of new financing in Cash by certain of the Second
Lien Exit Term Lenders in an amount equal to the Prepetition LP
Facility SPSO Claims as of the Effective Date and (b) the
conversion of the Prepetition LP Facility Non-SPSO Claims as of
the Effective Date into loans under the Second Lien Exit Facility in
accordance with the Plan, Confirmation Order, and Second Lien
Exit Credit Agreement. The Second Lien Exit Facility shall
provide for loans in the aggregate principal amount of the
Prepetition LP Facility Claims as of the Effective Date plus the
amount of the commitment fee under the Second Lien Exit Facility
Commitment Letter. Second Lien Exit Term Loans shall be
secured by second liens on all assets of the New LightSquared
Obligors, have a five (5) year term, bear interest at the rate of the
higher of (a) 12% and (b) 300 basis points greater than the interest
rate of the Working Capital Facility per annum, payable in kind,
and not be callable for the first two (2) years after the Effective
Date, subject in each case to the terms of the Second Lien Exit
Facility Credit Agreement.

The Second Lien Exit Term Loans made pursuant to the Second
Lien Exit Facility shall be made by the Holders of Prepetition LP
Facility Non-SPSO Claims and certain third parties. In connection
with the Second Lien Exit Facility, certain of the Second Lien Exit
Term Lenders have entered into the Second Lien Exit Facility
Commitment Letter, pursuant to which the Debtors have agreed to
pay to the Second Lien Exit Term Lenders party thereto a
commitment fee in an amount of Second Lien Exit Term Loans in
accordance with the terms of such commitment letter.

No Prohibited Transferee (including SPSO Parties) shall be
permitted to hold (either by assignment, participation or otherwise)
any Second Lien Exit Term Loans and any assignment or other
transfer (including by participation) thereof to a Prohibited
Transferee (including SPSO Parties) shall be void ab initio.
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The Second Lien Exit Credit Agreement shall also provide that,
prior to a vote or other consent solicitation on any matter requiring
a vote or consent by Second Lien Exit Term Lenders (or any
portion thereof), the administrative agent under the Second Lien
Exit Facility must receive prior to each such vote or consent
solicitation a written certification from each Second Lien Exit
Term Lender that no Prohibited Transferee has any direct or
indirect interest (including, without limitation, pursuant to any
participation or voting agreement) in such Second Lien Exit Term
Lender’s Second Lien Exit Term Loans (and if no such certificate
is delivered by a particular Second Lien Exit Term Lender, such
Second Lien Exit Term Lender’s Second Lien Exit Term Loans
shall be excluded from such vote or consent solicitation).

4. Reorganized LightSquared Inc. Exit Facility.

(a) Reorganized LightSquared Inc. and SIG shall enter into the Reorganized
LightSquared Inc. Exit Facility, which shall provide for loans in the
aggregate principal amount equal to $41 million of the New Inc. DIP
Loans held by SIG on account of the JPM Acquired DIP Inc. Claims as of
the Effective Date and the Acquired Inc. Facility Claims as of the
Effective Date, and which shall be secured by liens on all assets of
Reorganized LightSquared Inc. The Reorganized LightSquared Inc. Exit
Facility shall be funded through the conversion of the Acquired Inc.
Facility Claims and $41 million of the New Inc. DIP Loans held by SIG
into loans under the Reorganized LightSquared Inc. Exit Facility in
accordance with the Plan.

(b) Confirmation of the Plan shall constitute (i) approval of the Reorganized
LightSquared Inc. Exit Facility and all transactions contemplated thereby,
including any and all actions to be taken, undertakings to be made, and
obligations to be incurred by Reorganized LightSquared Inc. in connection
therewith, and (ii) authorization for Reorganized LightSquared Inc. to
enter into and execute the Reorganized LightSquared Inc. Credit
Agreement and such other documents as may be required or appropriate.

(c) On the Effective Date, the Reorganized LightSquared Inc. Exit Facility,
together with any new promissory notes evidencing the obligations of
Reorganized LightSquared Inc. and all other documents, instruments,
mortgages, and agreements to be entered into, delivered, or confirmed
thereunder, shall become effective, valid, binding, and enforceable in
accordance with their terms, and each party thereto shall be bound
thereby. The obligations incurred by Reorganized LightSquared Inc.
pursuant to the Reorganized LightSquared Inc. Exit Facility and related
documents shall be secured and paid or otherwise satisfied pursuant to,
and as set forth in, the Reorganized LightSquared Inc. Credit Agreement
and related documents.
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C. Issuance of New LightSquared Entities Shares; Reinstatement of Reinstated
Intercompany Interests

On the Effective Date or as soon thereafter as reasonably practicable, except as otherwise
provided herein, (1) New LightSquared or Reorganized LightSquared Inc., as applicable, shall
(a) issue the New LightSquared Entities Shares required to be issued in accordance with the Plan
and all related instruments, certificates, and other documents required to be issued or distributed
pursuant to the Plan, and (2) all Intercompany Interests shall be Reinstated for the benefit of the
Holders thereof and treated in accordance with the Plan, as applicable. The issuance of the New
LightSquared Entities Shares and the Reinstatement of the Reinstated Intercompany Interests are
authorized without the need for any further corporate action or without further notice to, or
action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity. All
of the New LightSquared Entities Shares issued (or Reinstated) pursuant to the Plan shall be duly
authorized, validly issued, and, if applicable, fully paid and non-assessable.

The applicable Reorganized Debtors Governance Documents shall contain provisions
necessary to (1) except as consented to by the initial holder thereof, prohibit the issuance of
nonvoting equity securities as required by section 1123(a)(6) of the Bankruptcy Code, subject to
further amendment of the applicable Reorganized Debtors Governance Documents as permitted
by applicable law, and (2) effectuate the provisions of the Plan, in each case without any further
action by the holders of New LightSquared Entities Shares or directors of the Debtors or the
Reorganized Debtors.

On the Effective Date, New LightSquared shall issue the New LightSquared Series A
Preferred Interests, the New LightSquared Series B Preferred Interests and the New
LightSquared Series C Preferred Interests, the respective terms and rights of which shall be set
forth in the New LightSquared Interest Holders Agreement.

D. Section 1145 and Other Exemptions

The offering, issuance, and distribution of the securities contemplated by the Plan and
any and all agreements incorporated herein, including the New LightSquared Entities Shares,
shall be exempt from, among other things, the registration and prospectus delivery requirements
of section 5 of the Securities Act, and any other applicable state and federal law requiring
registration or delivery of a prospectus prior to the offering, issuance, distribution, or sale of
securities, pursuant to section 1145 of the Bankruptcy Code or pursuant to another applicable
exemption from registration requirements of the Securities Act. In addition, any securities
contemplated by the Plan and any and all agreements incorporated therein, including the New
LightSquared Entities Shares, shall be subject to (1) if issued pursuant to section 1145 of the
Bankruptcy Code, the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the
definition of an underwriter in section 2(a)(11) of the Securities Act, (2) compliance with any
rules and regulations of the Securities and Exchange Commission, if any, applicable at the time
of any future transfer of such securities or instruments, (3) the restrictions, if any, on the
transferability of such securities and instruments, including those set forth in the Reorganized
Debtors Governance Documents, and (4) applicable regulatory approval, if any.

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E. Listing of New LightSquared Entities Shares; Reporting Obligations

Except as may be determined in accordance with the Reorganized Debtors Governance
Documents, the Reorganized Debtors shall not be (1) obligated to list the New LightSquared
Entities Shares on a national securities exchange, (2) reporting companies under the Securities
Exchange Act, (3) required to file reports with the Securities and Exchange Commission or any
other Entity or party, or (4) required to file monthly operating reports, or any other type of report,
with the Bankruptcy Court after the Effective Date. In order to prevent the Reorganized Debtors
from becoming subject to the reporting requirements of the Securities Exchange Act, except in
connection with a public offering, the Reorganized Debtors Governance Documents may impose
certain trading restrictions, and the New LightSquared Entities Shares shall be subject to certain
transfer and other restrictions pursuant to the Reorganized Debtors Governance Documents.

F. New LightSquared Interest Holders Agreement

On the Effective Date, New LightSquared shall enter into and deliver the New
LightSquared Interest Holders Agreement.

Confirmation of the Plan shall constitute (1) approval of the New LightSquared Interest
Holders Agreement and all transactions contemplated thereby, including any and all actions to be
taken, undertakings to be made, and obligations to be incurred by New LightSquared, and (2)
authorization for New LightSquared to enter into and execute the New LightSquared Interest
Holders Agreement and such other documents as may be required or appropriate. On the
Effective Date, the New LightSquared Interest Holders Agreement, together with all other
documents, instruments, and agreements to be entered into, delivered, or confirmed thereunder,
shall become effective, valid, binding, and enforceable in accordance with their terms, and each
party thereto shall be bound thereby. The obligations incurred by New LightSquared pursuant to
the New LightSquared Interest Holders Agreement and related documents shall be satisfied
pursuant to, and as set forth in, the New LightSquared Interest Holders Agreement and related
documents.

The New LightSquared Interest Holders Agreement shall provide that, among other
things, Harbinger shall have, in accordance with the terms set forth in the Plan Support
Agreement, a call option to purchase from Reorganized LightSquared Inc. three percent (3%) of
the New LightSquared Common Interests. The New LightSquared Interest Holders Agreement
shall also provide that after redemption in full of all New LightSquared Preferred Interests but
prior to any distributions on account of the New LightSquared Common Interests, Harbinger
shall receive an additional allocation on account of (1) the issuance of additional New
LightSquared Preferred Interests as compared with the amount contemplated in the Plan Support
Agreement, (2) the addition of the two (2)-year no call provision with respect to the Second Lien
Exit Term Loans, and (3) the commitment fee on the first $400,000,000 of the new financing
referenced in Section IV.B.3(a)(ii) of the Plan all as provided in greater detail in the New
LightSquared Interest Holders Agreement.

If each of the New Investors and the Debtors determine, on a Holder by Holder basis, that
it is necessary or advisable from a regulatory approval standpoint, certain potential holders of

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New LightSquared Interests shall be issued warrants to acquire such New LightSquared Interests
in lieu of direct ownership of New LightSquared Interests.

The New LightSquared Board shall be comprised of seven (7) members, which shall
include: two (2) members appointed by Fortress; one (1) member appointed by Reorganized
LightSquared Inc.; one (1) member appointed by Centerbridge; one (1) independent member; the
Chief Executive Officer of New LightSquared; and the Chairman of the New LightSquared
Board. The New LightSquared Board shall not include any Harbinger employees, affiliates or
representatives. If agreed to by each of the New Investors, the New LightSquared Board can be
expanded in size. In addition, New LightSquared shall have a separate advisory committee of the
New LightSquared Board, with five (5) members, one (1) of which shall be appointed by
Reorganized LightSquared Inc., two (2) of which shall be appointed by Fortress, one (1) of
which shall be appointed by Centerbridge, and one (1) of which shall be appointed as provided in
the New LightSquared Interest Holders Agreement.

G. Indemnification Provisions in Reorganized Debtors Governance Documents

Except as provided in the Plan Supplement and except as may be agreed to by SIG with
respect to the Reorganized Debtors Governance Documents of the Reorganized Inc. Entities, as
of the Effective Date, the Reorganized Debtors Governance Documents shall provide for the
indemnification, defense, reimbursement, exculpation, and limitation of liability of, and
advancement of fees and expenses to, the Reorganized Debtors’ then current directors, officers,
employees, or agents (and such directors, officers, employees, or agents that held such positions
as of the Confirmation Date) at least to the same extent as the organizational documents of each
of the respective Debtors on the Petition Date, against any claims or Causes of Action whether
direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed,
matured or unmatured, known or unknown, foreseen or unforeseen, or asserted or unasserted,
and none of the Reorganized Debtors, other than the Reorganized Inc. Entities, shall amend or
restate the Reorganized Debtors Governance Documents before or after the Effective Date to
terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide
such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification
rights.

H. Management Incentive Plan

On or as soon as practicable following the Consummation of the Plan, the New
LightSquared Board shall adopt a Management Incentive Plan in accordance with the terms of
the New LightSquared Interest Holders Agreement and subject to the approval of each of the
New Investors.

I. Corporate Governance

As shall be set forth in the Reorganized Debtors Governance Documents, the
Reorganized Debtors Boards shall consist of a number of members and be appointed in a
manner, subject to applicable law, to be agreed upon by each of the New Investors (including as
specified in Section IV.F) or otherwise provided in the Reorganized Debtors Governance
Documents. In accordance with section 1129(a)(5) of the Bankruptcy Code, the Debtors shall
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disclose the following at, or prior to, the Confirmation Hearing: (1) the identities and affiliations
of any Person proposed to serve as a member of the Reorganized Debtors Boards or officer of
the Reorganized Debtors and (2) the nature of compensation for any officer employed or retained
by the Reorganized Debtors who is an “insider” under section 101(31) of the Bankruptcy Code.

J. Vesting of Assets in Reorganized Debtors

Except as otherwise provided in the Plan or any agreement, instrument, or other
document incorporated therein, on the Effective Date, notwithstanding any prohibition of
assignability under applicable non-bankruptcy law and in accordance with section 1141 of the
Bankruptcy Code, all property in each Estate, all Retained Causes of Action, and any property
acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized
Debtor, free and clear of all Liens, Claims, charges, or other encumbrances (except for (1) any
Liens granted to secure the Working Capital Facility and any rights of any of the parties under
the Working Capital Facility Credit Agreement or any related documents, (2) any Liens granted
to secure the Second Lien Exit Facility and any rights of any of the parties under the Second Lien
Exit Credit Agreement or any related documents, (3) any Liens granted to secure the
Reorganized LightSquared Inc. Exit Facility and any rights of any of the parties under the
Reorganized LightSquared Inc. Credit Agreement or any related documents, and (4) any rights of
any of the parties under any of Reorganized Debtors Governance Documents) without further
notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any
other Entity.

On and after the Effective Date, except as otherwise provided in the Plan, each
Reorganized Debtor may operate its business and may use, acquire, or dispose of property and
compromise or settle any Claims, Equity Interests, or Retained Causes of Action without further
notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any
other Entity and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, AFTER THE
EFFECTIVE DATE, NO REORGANIZED DEBTOR AND NO AFFILIATE OF ANY
SUCH REORGANIZED DEBTOR SHALL HAVE, OR BE CONSTRUED TO HAVE OR
MAINTAIN, ANY LIABILITY, CLAIM, OR OBLIGATION THAT IS BASED IN
WHOLE OR IN PART ON ANY ACT, OMISSION, TRANSACTION, EVENT, OR
OTHER OCCURRENCE OR THING OCCURRING OR IN EXISTENCE ON OR
PRIOR TO THE EFFECTIVE DATE OF THE PLAN (INCLUDING, WITHOUT
LIMITATION, ANY LIABILITY, CLAIM, OR OBLIGATION ARISING UNDER
APPLICABLE NON-BANKRUPTCY LAW AS A SUCCESSOR TO LIGHTSQUARED
INC., LIGHTSQUARED LP, OR ANY OTHER DEBTOR) AND NO SUCH LIABILITY,
CLAIM, OR OBLIGATION FOR ANY ACTS SHALL ATTACH TO ANY OF THE
REORGANIZED DEBTORS OR ANY OF THEIR AFFILIATES.

K. Cancellation of Securities and Agreements

On the Effective Date (or the New DIP Closing Date with respect to the DIP Inc. Facility
and the DIP LP Facility), except as otherwise specifically provided for in the Plan, including
with respect to the Acquired Inc. Facility Claims and JPM Acquired DIP Inc. Claims: (1) the
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obligations of the Debtors under the DIP Facilities, the Prepetition Loan Documents, the Existing
Shares, and any other Certificate, share, note, bond, indenture, purchase right, option, warrant, or
other instrument or document directly or indirectly evidencing or creating any indebtedness or
obligation of, or ownership interest in, the Debtors giving rise to any Claim or Equity Interest
(except such Certificates, Equity Interests, notes, or other instruments or documents evidencing
indebtedness or obligations of the Debtors that may be Reinstated pursuant to the Plan), shall be
cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing
obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to
any agreements, indentures, certificates of designation, bylaws, or certificate or articles of
incorporation or similar documents governing the shares, Certificates, notes, bonds, indentures,
purchase rights, options, warrants, or other instruments or documents evidencing or creating any
indebtedness or obligation of the Debtors (except such agreements, Certificates, notes, or other
instruments evidencing indebtedness or obligations of the Debtors that are specifically
Reinstated pursuant to the Plan) shall be released and discharged; provided, however, that any
agreement that governs the rights of the Holder of a Claim or Equity Interest shall continue in
effect solely for the purposes of allowing such Holders to receive Plan Distributions under the
Plan; provided, further, that (1) the preceding proviso shall not affect the discharge of Claims or
Equity Interests pursuant to the Bankruptcy Code, the Confirmation Order, the Confirmation
Recognition Order, or the Plan or result in any expense or liability to the Reorganized Debtors
and (2) the terms and provisions of the Plan shall modify any existing contract or agreement that
would in any way be inconsistent with distributions under the Plan.

On the Confirmation Date, but subject to the Effective Date, (1) the obligations of the
Debtors Stalking Horse Agreement and the Bid Procedures Order shall be cancelled as to the
Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder and
(2) the obligations of the Debtors pursuant, relating, or pertaining to the Stalking Horse
Agreement or the Bid Procedures Order to pay any LBAC Break-Up Fee or Expense
Reimbursement, to the extent payable in accordance with the terms thereof, shall be released and
discharged. For the avoidance of doubt, no party shall be entitled to, or receive (nor shall any
reserve be required on account of), any LBAC Break-Up Fee or Expense Reimbursement.

L. Corporate Existence

Except as otherwise provided in the Plan or as contemplated by the Plan Transactions,
each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited
liability company, unlimited liability company, partnership, or other form, as applicable, with all
the powers of a corporation, limited liability company, unlimited liability company, partnership,
or other form, as applicable, pursuant to the applicable law in the jurisdiction in which each
applicable Debtor is incorporated or formed and pursuant to the respective certificate of
incorporation and bylaws (or other formation documents) in effect prior to the Effective Date,
except to the extent such certificate of incorporation and bylaws (or other formation documents)
are amended by the Plan or otherwise, and to the extent such documents are amended, such
documents are deemed to be amended pursuant to the Plan without further notice to, or action,
order, or approval of, the Bankruptcy Court, the Canadian Court (to the extent permitted by
Canadian law), or any other Entity.

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M. Corporate Action

Upon the Effective Date, all actions contemplated by the Plan shall be deemed
authorized, approved, and, to the extent taken prior to the Effective Date, ratified without any
requirement for further action by Holders of Claims or Equity Interests, directors, managers, or
officers of the Debtors, the Reorganized Debtors, or any other Entity or Person, including,
without limitation, the following: (1) execution of, and entry into, the Working Capital Facility
Credit Agreement, the Second Lien Exit Credit Agreement, the Reorganized LightSquared Inc.
Credit Agreement, the Exit Intercreditor Agreement, the Reorganized Debtors Governance
Documents, the Management Incentive Plan, and commitment letters and such other documents
as may be required or appropriate with respect to the foregoing; (2) consummation of the
reorganization and restructuring transactions contemplated by the Plan and performance of all
actions and transactions contemplated thereby; (3) rejection, assumption, or assumption and
assignment, as applicable, of Executory Contracts and Unexpired Leases; (4) selection of the
managers and officers for the Reorganized Debtors; (5) the issuance, reinstatement, and
distribution of the New LightSquared Entities Shares; and (6) all other acts or actions
contemplated or reasonably necessary or appropriate to promptly consummate the transactions
contemplated by the Plan (whether to occur before, on, or after the Effective Date). All matters
specifically provided for in the Plan involving the company structure of the Debtors, and any
company action required by the Debtors in connection therewith, shall be deemed to have
occurred on, and shall be in effect as of, the Effective Date, without any requirement of further
action by the security holders, directors, managers, authorized persons, or officers of the Debtors.

On or, as applicable, prior to the Effective Date, the appropriate officers, managers, or
authorized person of the Debtors (including, any president, vice-president, chief executive
officer, treasurer, general counsel, or chief financial officer thereof) shall be authorized and
directed to issue, enter, execute, and deliver the agreements, documents, securities, certificates of
incorporation, certificates of formation, bylaws, operating agreements, and instruments
contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by
the Plan) in the name, and on behalf, of the Debtors, including, as appropriate: (1) the Working
Capital Facility Credit Agreement (2) the Second Lien Exit Credit Agreement; (3) the
Reorganized LightSquared Inc. Credit Agreement; (4) the Exit Intercreditor Agreement; (5) the
Reorganized Debtors Governance Documents; (6) the Management Incentive Plan; and (7) any
and all other agreements, documents, securities, and instruments related to the foregoing. The
authorizations and approvals contemplated by this Section IV.M shall be effective
notwithstanding any requirements under non-bankruptcy law.

N. Effectuating Documents; Further Transactions

On and after the Effective Date, the Reorganized Debtors and the officers and members
of the boards of directors or managers thereof, are authorized to and may issue, execute, deliver,
file, or record such contracts, securities, instruments, releases, and other agreements or
documents, and take such actions as may be necessary or appropriate to effectuate, implement,
and further evidence the terms and conditions of the Plan and the securities issued pursuant to the
Plan in the name, and on behalf, of the Reorganized Debtors, without further notice to or action,
order, or approval of the Bankruptcy Court, the Canadian Court, or any other Entity.

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O. Exemption from Certain Taxes and Fees

Pursuant to section 1146(a) of the Bankruptcy Code, any transfer from a Debtor to a
Reorganized Debtor or to any Entity pursuant to, in contemplation of, or in connection with the
Plan or pursuant to (1) the issuance, distribution, transfer, or exchange of any debt, equity
security, or other interest in the Debtors or the Reorganized Debtors, (2) the creation,
modification, consolidation, or recording of any mortgage, deed of trust, or other security
interest, or the securing of additional indebtedness by such or other means, (3) the making,
assignment, or recording of any lease or sublease, or (4) the making, delivery, or recording of
any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan,
including any deeds, bills of sale, assignments, or other instrument of transfer executed in
connection with any transaction arising out of, contemplated by, or in any way related to the
Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles,
or similar tax, mortgage tax, real estate transfer tax, sales or use tax, mortgage recording tax,
Uniform Commercial Code filing or recording fee, FCC filing or recording fee, Industry Canada
filing or recording fee, or other similar tax or governmental assessment, and the appropriate state
or local governmental officials or agents shall forego the collection of any such tax or
governmental assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or governmental
assessment.

P. Preservation, Transfer, and Waiver of Rights of Action

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII
hereof, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue,
as appropriate, any and all Causes of Action, whether arising before or after the Petition Date,
including any Retained Causes of Actions that may be described in the Plan Supplement, and the
Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date. No Entity may rely on the
absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to
any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors,
as applicable, shall not pursue any and all available Causes of Action against them. The Debtors
or the Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all
Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless
any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released,
compromised, or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors
expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion
doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim
preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of
Action upon, after, or as a consequence of the Confirmation or Consummation. In accordance
with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold
against any Entity shall vest in New LightSquared.

The Cash received by the Holders of the Prepetition LP Facility SPSO Claims and
Prepetition LP Facility SPSO Guaranty Claims shall be subject to disgorgement to New
LightSquared without the further approval of any Entity, to the extent that the Bankruptcy Court
or any other court of competent jurisdiction, at the request of any party in interest, disallows (on
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the grounds set forth in Sections III.B.8(b) and III.B.10(b)) all or any part of the Prepetition LP
Facility SPSO Claims or the Prepetition LP Facility SPSO Guaranty Claims. For the avoidance
of doubt, the Prepetition LP Facility SPSO Claims, Prepetition LP Facility SPSO Guaranty
Claims, and any Cash received on account thereof shall be subject to any equitable or legal
remedy previously sought and currently subject to the Appeal, other than equitable subordination
of the Prepetition LP Facility SPSO Claims and the Prepetition LP Facility SPSO Guaranty
Claims.

Upon the Effective Date of the Plan, Harbinger shall irrevocably assign to New
LightSquared all Harbinger Litigations, and the New Investors shall irrevocably assign to New
LightSquared any and all of their rights to commence any New Actions. New LightSquared will
receive all Retained Causes of Action Proceeds, which, for the avoidance of doubt, shall include
any and all proceeds from any of the Harbinger Litigations and New Actions.

Q. Assumption of D&O Liability Insurance Policies

To the extent that the D&O Liability Insurance Policies are considered to be Executory
Contracts, then, notwithstanding anything in the Plan to the contrary, the Debtors shall be
deemed to have assumed all of the Debtors’ unexpired D&O Liability Insurance Policies
pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date; provided
that, all D&O Liability Insurance Policies to which a Reorganized Inc. Entity would be a
counterparty or obligor shall be assigned to New LightSquared on the Effective Date and no
Reorganized Inc. Entity shall have any liability or obligations with respect to any D&O Liability
Insurance Policies. Entry of the Confirmation Order shall constitute, subject to the occurrence of
the Effective Date, the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of
each of the unexpired D&O Liability Insurance Policies. Notwithstanding anything to the
contrary contained in the Plan, but without limiting the proviso in the first sentence of this
paragraph, Confirmation of the Plan shall not discharge, impair, or otherwise modify any
indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance
Policies, and each such indemnity obligation shall be deemed and treated as an Executory
Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim
need be filed.

In addition, but subject to the proviso in the first sentence of the first paragraph in this
Section IV.Q, after the Effective Date, none of the Reorganized Debtors shall terminate or
otherwise reduce the coverage under any D&O Liability Insurance Policies (including any “tail
policy”) in effect on the Petition Date, with respect to conduct occurring prior thereto, and all
directors and officers of the Debtors who served in such capacity at any time prior to the
Effective Date shall be entitled to the full benefits of any such policy for the full term of such
policy regardless of whether such directors and officers remain in such positions after the
Effective Date. As of the Effective Date, New LightSquared shall purchase and maintain
continuing director and officer insurance coverage for a tail period of six (6) years.

R. Employee and Retiree Benefits

Except as otherwise provided in the Plan, on and after the Effective Date, New
LightSquared shall assume and continue to perform the Debtors’ obligations to: (1) honor, in the
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ordinary course of business, any contracts, agreements, policies, programs, and plans, in each
case, to the extent disclosed in the Disclosure Statement or the First Day Pleadings, for, among
other things, compensation and wages (including equity based and bonus compensation), health
care benefits, disability benefits, deferred compensation benefits, travel benefits, savings,
severance or termination benefits, retirement benefits, welfare benefits, workers’ compensation
insurance, and accidental death and dismemberment insurance for the directors, officers, and
current and former employees of any of the Debtors who served in such capacity at any time; and
(2) honor, in the ordinary course of business, Claims of current and former employees employed
as of the Effective Date for accrued vacation time arising prior to the Petition
Date; provided, however, that the Debtors’ or Reorganized Debtors’ performance of any
employment agreement shall not entitle any Person or Entity to any benefit or alleged entitlement
under any policy, program, or plan that has expired or been terminated before the Effective Date,
or restore, reinstate, or revive any such benefit or alleged entitlement under any such policy,
program, or plan. In addition, as of the Effective Date, (1) Equity Interests granted to an existing
employee of the Debtors pursuant to any equity plan maintained by the Debtors or under any
existing employment agreement of the Debtors, and any such applicable equity plan, shall be (a)
fully vested and (b) cancelled and terminated and (2) Holders of such Equity Interests shall be
treated in accordance with Class 12 in Section III.B.14 hereof; provided, that the applicable
Reorganized Debtors Boards shall maintain the discretion to execute and implement agreements
or plans that grant current and former employees of the applicable Reorganized Debtors awards
of stock options, equity appreciation rights, restricted equity, phantom equity, or any other Cash
or performance-based awards as the Reorganized Debtors Boards deem appropriate.

Nothing in the Plan shall limit, diminish, or otherwise alter the Reorganized Debtors’
defenses, claims, Causes of Action, or other rights with respect to any such contracts,
agreements, policies, programs, and plans. Notwithstanding the foregoing, pursuant to section
1129(a)(13) of the Bankruptcy Code, on and after the Effective Date, all retiree benefits (as that
term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid to the
extent required by applicable law.

ARTICLE V.
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

1. Rejection of Executory Contracts and Unexpired Leases

Except as otherwise provided herein (including Section IV.R hereof), each Executory
Contract and Unexpired Lease shall be deemed automatically rejected pursuant to sections 365
and 1123 of the Bankruptcy Code as of the Effective Date, unless any such Executory Contract
or Unexpired Lease (a) is listed on the Schedule of Assumed Agreements in the Plan
Supplement, (b) has been previously assumed, assumed and assigned, or rejected by the Debtors
by Final Order of the Bankruptcy Court or has been assumed, assumed and assigned, or rejected
by the Debtors by order of the Bankruptcy Court as of the Effective Date, which order becomes a
Final Order after the Effective Date, (c) is the subject of a motion to assume, assume and assign,
or reject pending as of the Effective Date, (d) is an Intercompany Contract, or (e) is otherwise
assumed, or assumed and assigned, pursuant to the terms herein.
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The Confirmation Order shall constitute an order of the Bankruptcy Court approving such
rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date.
Non-Debtor parties to Executory Contracts or Unexpired Leases that are rejected as of the
Effective Date shall have the right to assert a Claim on account of the rejection of such
Executory Contracts or Unexpired Leases, including under section 502(g) of the Bankruptcy
Code; provided, however, that the non-Debtor parties must comply with Section V.B hereof.

2. Assumption of Executory Contracts and Unexpired Leases

In connection with the Confirmation and Consummation of the Plan, the New Investors
(upon agreement of all of the New Investors) and the Debtors shall designate the Executory
Contracts and Unexpired Leases to be assumed, or assumed and assigned, pursuant to, and in
accordance with, the Plan, which designated Executory Contracts and Unexpired Leases will be
listed on the Schedule of Assumed Agreements in the Plan Supplement. On the Effective Date,
the Debtors shall assume, or assume and assign, all of the Executory Contracts and Unexpired
Leases listed on the Schedule of Assumed Agreements in the Plan Supplement; provided, that all
assumed Executory Contracts and Unexpired Leases to which a Reorganized Inc. Entity would
be a counterparty or obligor shall be assigned to New LightSquared on the Effective Date and no
Reorganized Inc. Entity shall have any liability or obligations with respect to any such Executory
Contracts and Unexpired Leases.

With respect to each Executory Contract and Unexpired Lease listed on the Schedule of
Assumed Agreements in the Plan Supplement, the Debtors shall have designated a proposed
amount of the Cure Costs, and the assumption, or assumption and assignment, of such Executory
Contract and Unexpired Lease may be conditioned upon the disposition of all issues with respect
to such Cure Costs. The Confirmation Order shall constitute an order of the Bankruptcy Court
approving any such assumptions, or assumptions and assignments, pursuant to sections 365(a)
and 1123 of the Bankruptcy Code.

Any and all Proofs of Claim based upon Executory Contracts or Unexpired Leases that
have been assumed, or assumed and assigned, in the Chapter 11 Cases, including hereunder,
except Proofs of Claim asserting Cure Costs pursuant to the order approving such assumption, or
assumption and assignment, including the Confirmation Order, shall be deemed disallowed and
expunged from the Claims Register as of the Effective Date without any further notice to, or
action, order, or approval of, the Bankruptcy Court.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

Notwithstanding anything in the Claims Bar Date Order to the contrary, if the rejection of
an Executory Contract or Unexpired Lease, including pursuant hereto, gives rise to a Claim by
the non-Debtor party or parties to such contract or lease, such Claim shall be forever barred and
shall not be enforceable against the Debtors, their respective successors, or their respective
property unless a Proof of Claim is Filed and served on the Reorganized Debtors no later than
thirty (30) days after the Effective Date. All Allowed Claims arising from the rejection of the
Inc. Debtors’ Executory Contracts and Unexpired Leases shall be classified as Inc. General
Unsecured Claims and shall be treated in accordance with Class 9 in Section III.B.11 hereof, and
all Allowed Claims arising from the rejection of the LP Debtors’ Executory Contracts and
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Unexpired Leases shall be classified as LP General Unsecured Claims and shall be treated in
accordance with Class 10 in Section III.B.12 hereof.

C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed Pursuant to
Plan

With respect to any Executory Contract or Unexpired Lease to be assumed, or assumed
and assigned, pursuant hereto, all Cure Costs shall be satisfied as Administrative Claims of the
applicable Debtors’ Estates at the option of the New Investors (upon agreement of all of the New
Investors) and the Debtors or the Reorganized Debtors (as applicable) (1) by payment of the
Cure Costs with Plan Consideration in the form of Cash on the Effective Date or as soon
thereafter as reasonably practicable or (2) on such other terms as the parties to each such
Executory Contract or Unexpired Lease may otherwise agree without further notice to, or action,
order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity, provided
that no Reorganized Inc. Entity shall have any obligation with respect to such Cure Costs.

In accordance with the Bid Procedures Order, on November 22, 2013, the Debtors Filed
with the Bankruptcy Court and served upon all counterparties to such Executory Contracts and
Unexpired Leases, a notice regarding any potential assumption, or assumption and assignment,
of their Executory Contracts and Unexpired Leases and the proposed Cure Costs in connection
therewith, which notice (1) listed the applicable Cure Costs, if any, (2) described the procedures
for filing objections to the proposed assumption, assumption and assignment, or Cure Costs, and
(3) explained the process by which related disputes shall be resolved by the Bankruptcy Court.
Any objection by a counterparty to an Executory Contract or Unexpired Lease to any potential
assumption, assumption and assignment, or related Cure Costs must have been Filed, served, and
actually received by (1) Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza,
New York, NY 10005 (Attn: Matthew S. Barr, Esq., Steven Z. Szanzer, Esq., and Karen
Gartenberg, Esq.), counsel to the Debtors, and (2) any other notice parties identified on the
notice no later than 4:00 p.m. (prevailing Eastern time) on November 29,
2013; provided, however, that any objection by a counterparty to an Executory Contract or
Unexpired Lease solely to the Reorganized Debtors’ financial wherewithal must be Filed, served,
and actually received by the appropriate notice parties no later than February 25, 2015 at 11:59
p.m. (prevailing Eastern time). Any counterparty to an Executory Contract or Unexpired Lease
that failed to timely object to the proposed assumption, assumption and assignment, or Cure
Costs shall be deemed to have assented to such assumption, assumption and assignment, or Cure
Costs, as applicable. For the avoidance of doubt, if there is any discrepancy between the
Schedule of Assumed Agreements and the notice referenced above in this paragraph, the
Schedule of Assumed Agreements shall govern and any objection on account of such
discrepancy shall also be filed by no later than February 25, 2015 at 11:59 p.m. (prevailing
Eastern time).

In the event of a dispute regarding (1) the amount of any Cure Costs, (2) the ability of the
Reorganized Debtors to provide adequate assurance of future performance (within the meaning
of section 365 of the Bankruptcy Code) under such Executory Contract or Unexpired Lease to be
assumed, or assumed and assigned, or (3) any other matter pertaining to assumption, or
assumption and assignment, of such Executory Contract or Unexpired Lease, the payment of any
Cure Costs shall be made following the entry of a Final Order resolving the dispute and
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approving the assumption, or assumption and assignment, of such Executory Contract or
Unexpired Lease; provided, however, that the New Investors (upon agreement of all of the New
Investors) and the Debtors or New LightSquared, as applicable, may settle any dispute regarding
the amount of any Cure Costs without further notice to, or action, order, or approval of, the
Bankruptcy Court, the Canadian Court, or any other Entity; provided, further, that
notwithstanding anything to the contrary herein, prior to the Effective Date, the Debtors (with the
consent of each of the New Investors) reserve the right to reject any Executory Contract or
Unexpired Lease; provided, further, that the Bankruptcy Court shall adjudicate and decide any
unresolved disputes relating to the assumption of Executory Contracts and Unexpired Leases,
including, without limitation, disputed issues relating to Cure Costs, financial wherewithal, or
adequate assurance of future performance, at a hearing scheduled for a date and time set forth in
the Confirmation Order.

Assumption, or assumption and assignment, of any Executory Contract or Unexpired
Lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any
Claims or defaults, whether monetary or nonmonetary, including defaults of provisions
restricting the change in control or ownership interest composition or other bankruptcy-related
defaults, arising under any assumed, or assumed and assigned, Executory Contract or Unexpired
Lease at any time prior to the effective date of assumption, or assumption and assignment.

D. Pre-existing Obligations to Debtors Under Executory Contracts and Unexpired Leases

Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or
otherwise shall not constitute a termination of pre-existing obligations owed to the Debtors under
such contracts or leases. In particular, notwithstanding any non-bankruptcy law to the contrary,
each of the New Investors and the Reorganized Debtors expressly reserve and do not waive any
right to receive, or any continuing obligation of a counterparty to provide, warranties or
continued maintenance obligations on goods previously purchased by the Debtors or New
LightSquared, as applicable, contracting from non-Debtor counterparties to rejected Executory
Contracts or Unexpired Leases.

E. Intercompany Contracts, Contracts, and Leases Entered into After Petition Date,
Assumed Executory Contracts, and Unexpired Leases

Any (1) Intercompany Contracts, (2) contracts and leases entered into after the Petition
Date by any Debtor to the extent not rejected prior to the Effective Date, and (3) any Executory
Contracts and Unexpired Leases assumed, or assumed and assigned, by any Debtor and not
rejected prior to the Effective Date, may be performed by the applicable Reorganized Debtor in
the ordinary course of business. Any such contracts and leases described in the foregoing clauses
(1) through (3) to which a Reorganized Inc. Entity or any of its subsidiaries is a counterparty or
obligor shall be assigned to New LightSquared and, upon such assignment, no Reorganized Inc.
Entity shall retain any obligations or liabilities thereunder.

F. Modifications, Amendments, Supplements, Restatements, or Other Agreements

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that
is assumed, or assumed and assigned, shall include all modifications, amendments, supplements,
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restatements, or other agreements that in any manner affect such Executory Contract or
Unexpired Lease and all Executory Contracts and Unexpired Leases related thereto, if any,
including all easements, licenses, permits, rights, privileges, immunities, options, rights of first
refusal, and any other interests, unless any of the foregoing agreements has been previously
rejected or is rejected under the Plan.

Modifications, amendments, supplements, and restatements to Executory Contracts and
Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not
be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the
validity, priority, or amount of any Claims that may arise in connection therewith.

G. Postpetition Contracts and Leases

Each Reorganized Debtor shall perform its obligations under each contract and lease
entered into by the respective Debtor or applicable Reorganized Debtor after the Petition Date to
the extent not rejected prior to the Effective Date, including any Executory Contract and
Unexpired Lease assumed by such Debtor or Reorganized Debtor, in each case, in accordance
with, and subject to, the then applicable terms; provided that each Reorganized Inc. Entity shall
assign such obligations to New LightSquared on the Effective Date. Accordingly, such contracts
and leases to the extent not rejected prior to the Effective Date (including any assumed
Executory Contracts or Unexpired Leases) shall survive, and remain unaffected by, entry of the
Confirmation Order.

H. Reservation of Rights

Neither the exclusion nor inclusion of any contract or lease by the New Investors on any
exhibit to the Plan Supplement, nor anything contained in the Plan, shall constitute an admission
by any of the New Investors that any such contract or lease is or is not, in fact, an Executory
Contract or Unexpired Lease or that the Debtors, or their respective Affiliates, have any liability
thereunder.

The Debtors and New LightSquared, with the consent of each New Investor, reserve the
right to alter, amend, modify, or supplement the Schedule of Assumed Agreements until and
including the Effective Date or as otherwise provided by Bankruptcy Court
order; provided, however, that if there is a dispute regarding whether a contract or lease is or was
executory or unexpired at the time of assumption, assumption and assignment, or with respect to
asserted Cure Costs, then the New Investors and the Reorganized Debtors shall have thirty (30)
days following the entry of a Final Order resolving such dispute to amend the decision to
assume, or assume and assign, such Executory Contract or Unexpired Lease.

I. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain
jurisdiction with respect to any consensual request to extend the deadline for assuming, assuming
and assigning, or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy
Code.

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ARTICLE VI.
PROVISIONS GOVERNING DISTRIBUTIONS

A. Distribution Record Date

As of the close of business on the Distribution Record Date, the various transfer registers
for each of the Classes of Claims or Equity Interests as maintained by the Debtors, the DIP Inc.
Lenders, the DIP LP Lenders, and the New DIP Lenders, the Prepetition Lenders, or their
respective agents, shall be deemed closed, and there shall be no further changes in the record
Holders of any of the Claims or Equity Interests. Except as otherwise provided in the Plan
(including with respect to the Acquired Inc. Facility Claims and the Acquired DIP Inc. Claims),
the Debtors and the Reorganized Debtors, as applicable, shall have no obligation to recognize
any transfer of the Claims or Equity Interests occurring on or after the Distribution Record Date.
Except as otherwise provided in the Plan (including with respect to the Acquired Inc. Facility
Claims and the Acquired DIP Inc. Claims), the Debtors and the Reorganized Debtors, as
applicable, shall be entitled to recognize and deal for all purposes hereunder only with those
record Holders stated on the transfer ledgers as of the close of business on the Distribution
Record Date, to the extent applicable.

B. Timing and Calculation of Amounts To Be Distributed

Unless otherwise provided in the Plan, including with respect to distributions
contemplated hereunder to Holders of DIP Inc. Claims and DIP LP Claims on the New DIP
Closing Date and/or the Inc. Facilities Claims Purchase Closing Date, as applicable, on the
Effective Date or as soon thereafter as reasonably practicable (or if a Claim or an Equity Interest
is not Allowed on the Effective Date, on the date that such a Claim or an Equity Interest is
Allowed, or as soon thereafter as reasonably practicable), each Holder of an Allowed Claim or
an Allowed Equity Interest shall receive the full amount of the Plan Distribution that such Holder
is entitled to pursuant to the Plan; provided, however, that Allowed Administrative Claims with
respect to liabilities incurred by the Debtors in the ordinary course of business during the
Chapter 11 Cases, or assumed by the Debtors on or prior to the Effective Date, shall be paid or
performed in the ordinary course of business in accordance with the terms and conditions of any
controlling agreements, course of dealing, course of business, or industry practice.

Upon the Consummation of the Plan, the New LightSquared Entities Shares shall be
deemed to be issued to (and the Reinstated Intercompany Interests shall be deemed to be
Reinstated for the benefit of), as of the Effective Date, the eligible Holders of Allowed Claims or
Allowed Equity Interests, and the other eligible Entities hereunder, as applicable, without the
need for further action by any Debtor, Disbursing Agent, Reorganized Debtor, or any other
Entity, including, without limitation, the issuance or delivery of any certificate evidencing any
such debts, securities, shares, units, or interests, as applicable. Except as otherwise provided
herein, the eligible Holders of Allowed Claims and Allowed Equity Interests, and the other
eligible Entities hereunder entitled to receive Plan Distributions pursuant to the terms of the Plan
shall not be entitled to interest, dividends, or accruals on such Plan Distributions, regardless of
whether such Plan Distributions are delivered on or at any time after the Effective Date.

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The Disbursing Agent is authorized to make periodic Plan Distributions on account of
Allowed Claims and Allowed Equity Interests and, if such periodic Plan Distributions are made,
the Disbursing Agent shall reserve any applicable Plan Consideration from Plan Distributions to
applicable Holders equal to the Plan Distributions to which Holders of Disputed Claims or
Disputed Equity Interests would be entitled if such Disputed Claims or Disputed Equity Interests
become Allowed.

C. Disbursing Agent

All Plan Distributions shall be made by New LightSquared as Disbursing Agent, or such
other Entity designated by the New Investors (upon agreement of all of the New Investors) or
New LightSquared, as applicable, as Disbursing Agent, including Reorganized LightSquared Inc.
to the extent set forth in Section IV.B.2(d). A Disbursing Agent shall not be required to give any
bond or surety or other security for the performance of its duties unless otherwise ordered by the
Bankruptcy Court. Additionally, in the event that a Disbursing Agent is so otherwise ordered, all
costs and expenses of procuring any such bond or surety shall be as agreed by and between all of
the New Investors or the Reorganized Debtors, as applicable, and such Disbursing Agent.

Except as otherwise provided herein, Plan Distributions of Plan Consideration under the
Plan shall be made by the Debtors or the Reorganized Debtors, as applicable, to the Disbursing
Agent for the benefit of the Holders of Allowed Claims or Allowed Equity Interests, and the
other eligible Entities hereunder, as applicable. All Plan Distributions by the Disbursing Agent
shall be at the discretion of the Debtors or the Reorganized Debtors, as applicable, and the
Disbursing Agent shall not have any liability to any Entity for Plan Distributions made by them
under the Plan.

D. Rights and Powers of Disbursing Agent

1. Powers of Disbursing Agent

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all
agreements, instruments, and other documents necessary to perform its duties under the Plan; (b)
make all Plan Distributions contemplated hereby; (c) employ professionals to represent it with
respect to its responsibilities; and (d) exercise such other powers as may be vested in the
Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the
Disbursing Agent to be necessary and proper to implement the provisions hereof without any
further notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or
any other Entity.

2. Expenses Incurred On or After Effective Date

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees
and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes),
and any reasonable compensation and expense reimbursement claims (including reasonable
attorneys’ fees and expenses) made by the Disbursing Agent, shall be paid in Cash by New
LightSquared.

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E. Plan Distributions on Account of Claims and Equity Interests Allowed After Effective
Date

1. Payments and Plan Distributions on Disputed Claims and Disputed Equity
Interests

Plan Distributions made after the Effective Date to Holders of Claims or Equity Interests
that are not Allowed as of the Effective Date, but which later become Allowed Claims or
Allowed Equity Interests, shall be deemed to have been made on the Effective Date.

2. Special Rules for Plan Distributions to Holders of Disputed Claims and Disputed
Equity Interests

Notwithstanding any provision otherwise in the Plan and except as otherwise agreed to
by the relevant parties and all of the New Investors, (a) no partial payments and no partial Plan
Distributions shall be made with respect to a Disputed Claim or Disputed Equity Interest until all
such disputes in connection with such Disputed Claim or Disputed Equity Interest, respectively,
have been resolved by settlement or Final Order, and (b) any Entity that holds both (i) an
Allowed Claim or an Allowed Equity Interest and (ii) a Disputed Claim or a Disputed Equity
Interest shall not receive any Plan Distribution on the Allowed Claim or Allowed Equity Interest
unless and until all objections to the Disputed Claim or Disputed Equity Interest, respectively,
have been resolved by settlement or Final Order; provided, however, that, for all purposes, the
foregoing shall not apply to the Prepetition LP Facility SPSO Claims or the Prepetition LP
Facility SPSO Guaranty Claims, which Claims shall not be treated as Disputed Claims and shall,
on the Effective Date, receive their distributions in accordance with, and subject to, the terms and
conditions of Sections III.B.8 and 10 hereof.

F. Delivery of Plan Distributions and Undeliverable or Unclaimed Plan Distributions

1. Delivery of Plan Distributions in General

Except as otherwise provided herein, the Disbursing Agent shall make Plan Distributions
to Holders of Allowed Claims and Allowed Equity Interests at the address for each such Holder
as indicated on the Debtors’ or the Reorganized Debtors’ records as of the date of any such Plan
Distribution; provided, however, that the manner of such Plan Distributions shall be determined
at the discretion of the New Investors (upon agreement of all of the New Investors) or New
LightSquared; provided, further, that the address for each Holder of an Allowed Claim shall be
deemed to be the address set forth in any Proof of Claim Filed by that Holder. Any payment in
Cash to be made pursuant to the Plan shall be made at the election of the Disbursing Agent by
check or by wire transfer.

Each Plan Distribution referred to in Article VI hereof shall be governed by the terms and
conditions set forth herein applicable to such Plan Distribution and by the terms and conditions
of the instruments evidencing or relating to such Plan Distribution, if any, which terms and
conditions shall bind each Entity receiving such Plan Distribution.

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$12-12080-scc Doc 2276-1 Filed 03/27/15 Entered 03/27/15 11:46:58 Exhibits Pg 81 of 114 2. Delivery of Plan Distributions to Holders of Allowed DIP Inc. Claims The Plan Distributions provided for Allowed DIP Inc. Claims (other than the Acquired DIP Inc. Claims) pursuant to Section II.C hereof shall be made to the DIP Inc. Agent or MAST, as directed by MAST, by the Debtors or the New Inc. DIP Lenders, on behalf of the Debtors, or the New Investors pursuant to the New Investor Commitment Documents, as applicable, on the Inc. Facilities Claims Purchase Closing Date. 3. Delivery of Plan Distributions to Holders of Allowed DIP LP Claims The Plan Distributions provided for Allowed DIP LP Claims pursuant to Section II.D hereof shall be made to the DIP LP Lenders by the Debtors or the New LP DIP Lenders, on behalf of the Debtors, on the New LP DIP Closing Date. 4. Delivery of Plan Distributions to Holders of Allowed New DIP Claims The Plan Distributions provided for Allowed New DIP Claims pursuant to Sections II.E and F hereof shall be made to the New Inc. DIP Agent and New LP DIP Agent, as applicable. To the extent possible, the Reorganized Debtors and the Disbursing Agent shall provide that the applicable Plan Consideration is eligible to be distributed to the New DIP Lenders at the direction of the New Inc. DIP Agent and New LP DIP Agent, as applicable. 5. Delivery of Plan Distributions to Holders of Allowed Prepetition LP Facility Claims or Allowed Prepetition Inc. Facility Claims Other than as provided by the JPM Inc. Facilities Claims Purchase Agreement, the Plan Distributions provided for Allowed Prepetition Inc. Facility Claims and Allowed Prepetition LP Facility Claims in Sections III.B.5, III.B.6, III.B.7, III.B.8, III.B.9, and III.B.10 hereof shall be made to applicable Holders of Allowed Prepetition Inc. Facility Claims and Allowed Prepetition LP Facility Claims by the Debtors or the Disbursing Agent, as applicable. 6. Minimum Plan Distributions Notwithstanding anything herein to the contrary, the Disbursing Agent shall not be required to make Plan Distributions or payments of Cash of less than the amount of $100 and shall not be required to make partial Plan Distributions or payments of fractions of dollars. Whenever any payment or Plan Distributions of a fraction of a dollar under the Plan would otherwise be called for, the actual payment or Plan Distribution shall reflect a rounding of such fraction to the nearest whole dollar, with half dollars or less being rounded down. The Disbursing Agent shall not be required to make partial or fractional Plan Distributions of New LightSquared Entities Shares and such fractions shall be deemed to be zero. 7. Undeliverable Plan Distributions and Unclaimed Property In the event that any Plan Distribution to any Holder is returned as undeliverable, no Plan Distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then current address of such Holder, at which time such Plan Distribution shall be made to such Holder without interest; provided, however, that such Plan Distribution shall be deemed 75$

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unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one (1)
year from the Effective Date. After such date, all unclaimed property or interests in property
shall revert to New LightSquared (notwithstanding any applicable federal or state escheat,
abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder to such
property or Equity Interest in such property shall be discharged and forever barred.

G. Compliance with Tax Requirements/Allocations

In connection with the Plan, to the extent applicable, the Reorganized Debtors and the
Disbursing Agent shall comply with all tax withholding and reporting requirements imposed on
them by any Governmental Unit, and all Plan Distributions pursuant hereto shall be subject to
such withholding and reporting requirements. Notwithstanding any provision in the Plan to the
contrary, the Reorganized Debtors and the Disbursing Agent shall be authorized to take all
actions necessary or appropriate to comply with such withholding and reporting requirements,
including liquidating a portion of the Plan Distribution to be made under the Plan to generate
sufficient funds to pay applicable withholding taxes, withholding Plan Distributions pending
receipt of information necessary to facilitate such Plan Distributions, or establishing any other
mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the
right to allocate all Plan Distributions made under the Plan in compliance with all applicable
wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances.

Plan Distributions in respect of Allowed Claims shall be allocated first to the principal
amount of such Claims (as determined for federal income tax purposes) and then, to the extent
that the consideration exceeds the principal amount of the Allowed Claims, to any portion of
such Allowed Claims for accrued but unpaid interest.

H. Setoffs

Each Debtor, or such Entity’s designee as instructed by such Debtor, may, pursuant to
section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any
Allowed Claim (other than an Allowed Prepetition LP Facility Non-SPSO Claim, an Allowed
Prepetition Inc. Facility Claim, an Allowed DIP LP Claim, or an Allowed DIP Inc. Claim) or any
Allowed Equity Interest (other than an Allowed Existing Inc. Preferred Stock or Allowed
Existing LP Preferred Units), and the Plan Distributions on account of such Allowed Claim or
Allowed Equity Interest, any and all claims, rights, and Causes of Action that a Debtor or its
successors may hold against the Holder of such Allowed Claim or Allowed Equity Interest after
the Effective Date; provided, however, that neither the failure to effect a setoff or recoupment
nor the allowance of any Claim or Equity Interest (other than an Allowed Prepetition LP Facility
Non-SPSO Claim, an Allowed Prepetition Inc. Facility Claim, an Allowed DIP LP Claim, an
Allowed DIP Inc. Claim, Allowed Existing Inc. Preferred Stock, or Allowed Existing LP
Preferred Units) hereunder shall constitute a waiver or release by a Debtor or its successor of any
and all claims, rights, and Causes of Action that a Debtor or its successor may possess against
such Holder.

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I. Recoupment

In no event shall any Holder of Claims against, or Equity Interests in, the Debtors be
entitled to recoup any such Claim or Equity Interest against any claim, right, or Cause of Action
of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has
performed such recoupment and provided notice thereof in writing to the Debtors on or before
the Confirmation Date, notwithstanding any indication in any Proof of Claim or proof of Equity
Interest or otherwise that such Holder asserts, has, or intends to preserve any right of
recoupment.

J. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and
such Claim shall be disallowed without a Claims objection having to be Filed and without any
further notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or
any other Entity, to the extent that the Holder of such Claim receives payment in full on account
of such Claim from a party that is not a Debtor or Reorganized Debtor or the Disbursing
Agent; provided, that the foregoing shall not apply with respect to Claims purchased pursuant to
the JPM Inc. Facilities Claims Purchase Agreement or the Fortress/Centerbridge DIP Inc. Claims
Purchase Agreement, to the extent applicable, which Claims so purchased shall be deemed
satisfied upon Consummation of the Plan. Subject to the last sentence of this paragraph, to the
extent a Holder of a Claim receives a Plan Distribution on account of such Claim and receives
payment from an Entity that is not a Debtor or a Reorganized Debtor or the Disbursing Agent on
account of such Claim, such Holder shall, within two (2) weeks of receipt thereof, repay or
return the Plan Distribution to the applicable Reorganized Debtor or the Disbursing Agent, to the
extent that the Holder’s total recovery on account of such Claim from the third party and under
the Plan exceeds the amount of such Claim as of the date of any such Plan Distribution under the
Plan. The failure of such Holder to timely repay or return such Plan Distribution shall result in
the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment
Rate on such amount owed for each calendar day after the two (2)-week grace period specified
above until the amount is repaid.

2. Claims Payable by Third Parties

No Plan Distributions under the Plan shall be made on account of an Allowed Claim that
is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed
Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or
more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by
a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim
may be expunged without a Claims objection having to be Filed and without further notice to, or
action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

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3. Preservation of Insurance Rights

Pursuant to section 524(e) of the Bankruptcy Code, nothing in the Plan shall release or
discharge any insurer from any obligations to any Person under applicable law or any policy of
insurance under which any of the Debtors is an insured or a beneficiary, nor shall anything
contained herein constitute or be deemed a waiver by any of the Debtors’ insurers of any
defenses, including coverage defenses, held by such insurers.

ARTICLE VII.
PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED,
AND DISPUTED CLAIMS AND DISPUTED EQUITY INTERESTS

A. Allowance of Claims and Equity Interests

After the Effective Date, the Reorganized Debtors shall have and retain any and all rights
and defenses that the Debtors had with respect to any Claim or Equity Interest immediately prior
to the Effective Date, including the Causes of Action referenced in Section IV.P hereof. Except
as expressly provided herein, no Claim or Equity Interest shall become Allowed unless and until
such Claim or Equity Interest is deemed Allowed under Section I.A.8 hereof or the Bankruptcy
Code.

In accordance with Sections III.B.8 and 10 hereof, the Prepetition LP Facility SPSO
Claims and the Prepetition LP Facility SPSO Guaranty Claims in such Classes shall remain
subject to all claims that may be brought by any party in interest against, and all and any
defenses to the allowance of, such Claims, as previously sought and currently subject to the
Appeal, except for equitable subordination of the Prepetition LP Facility SPSO Claims and
Prepetition LP Facility SPSO Guaranty Claims; provided, however, that in the case of any
Prepetition LP Fee Claims requested by SPSO, all parties in interest shall have the right to assert
all claims and defenses to the allowance thereof. In no event shall the Prepetition LP Facility
SPSO Claims or the Prepetition LP Facility SPSO Guaranty Claims be deemed to be Disputed
Claims or subject to those procedures applicable to Disputed Claims as set forth in this Article
VII.

B. Claims and Equity Interests Administration Responsibilities

Except as otherwise provided in the Plan, after the Effective Date, New LightSquared
shall have the sole and exclusive authority to (1) File, withdraw, or litigate to judgment,
objections to Claims or Equity Interests, (2) settle or compromise any Disputed Claim or
Disputed Equity Interest without any further notice to, or action, order, or approval of, the
Bankruptcy Court, the Canadian Court, or any other Entity, and (3) administer and adjust the
Claims Register to reflect any such settlements or compromises without any further notice to, or
action, order, or approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

New LightSquared shall maintain the Disputed Claims and Equity Interests Reserve on
account of the Disputed Claims. The Disputed Claims and Equity Interests Reserve may be
adjusted from time to time, and funds previously held in such reserve on account of Disputed
Claims or Disputed Equity Interests that have subsequently become disallowed Claims or
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disallowed Equity Interests shall be released from such reserve and used to fund the other
reserves and Plan Distributions, or for general corporate purposes and working capital needs.

C. Estimation of Claims or Equity Interests

Before the Effective Date, the Plan Proponents, and after the Effective Date, New
LightSquared, may at any time request that the Bankruptcy Court estimate (1) any Disputed
Claim or Disputed Equity Interest pursuant to applicable law and (2) any contingent or
unliquidated Claim or Equity Interest pursuant to applicable law, including, without limitation,
section 502(c) of the Bankruptcy Code, for any reason, regardless of whether any Entity
previously has objected to such Claim or Equity Interest or whether the Bankruptcy Court has
ruled on any such objection.

The Bankruptcy Court shall retain jurisdiction to estimate any Claim or Equity Interest,
any group of Claims or Equity Interests, or any Class of Claims or Equity Interests, at any time
during litigation concerning any objection, including, without limitation, during the pendency of
any appeal relating to any such objection. In the event that the Bankruptcy Court estimates any
Disputed Claim or Disputed Equity Interest, that estimated amount shall constitute either (1) the
Allowed amount of such Disputed Claim or Disputed Equity Interest, (2) a maximum limitation
on such Disputed Claim or Disputed Equity Interest, or (3) in the event such Disputed Claim or
Disputed Equity Interest is estimated in connection with the estimation of other Claims or Equity
Interests within the same Class, a maximum limitation on the aggregate amount of Allowed
Claims or Equity Interests on account of such Disputed Claims or Disputed Equity Interests so
estimated, in each case, for all purposes under the Plan (including for purposes of Plan
Distributions); provided, however, that the Plan Proponents or New LightSquared, as applicable,
may elect to pursue supplemental proceedings to object to any ultimate allowance of any
Disputed Claim or Disputed Equity Interest and any ultimate Plan Distributions on such Claim or
Equity Interest. Notwithstanding any provision in the Plan to the contrary, a Claim or Equity
Interest that has been disallowed or expunged from the Claims Register or stock transfer ledger
or similar register of the applicable Debtor, as applicable, but that is subject to appeal or has not
been the subject of a Final Order, shall be deemed to be estimated at zero dollars unless
otherwise ordered by the Bankruptcy Court. Notwithstanding section 502(j) of the Bankruptcy
Code, in no event shall any Holder of a Claim or Equity Interest that has been estimated pursuant
to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such
estimation unless such Holder has Filed a motion requesting the right to seek such
reconsideration on or before twenty-one (21) days after the date on which such Claim or Equity
Interest is estimated.

All of the aforementioned Claims or Equity Interests and objection, estimation, and
resolution procedures are cumulative and not exclusive of one another. Claims or Equity
Interests may be estimated and subsequently compromised, settled, withdrawn, or resolved by
any mechanism approved by the Bankruptcy Court.

D. Expungement or Adjustment to Claims or Equity Interests Without Objection

Any Claim or Equity Interest that has been paid, satisfied, superseded, or compromised in
full by a particular Debtor may be expunged on the Claims Register or stock transfer ledger or
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similar register of such Debtor, as applicable, by the Reorganized Debtors, and any Claim or
Equity Interest that has been amended may be adjusted on the Claims Register by the
Reorganized Debtors, in both cases without a Claims or Equity Interests objection having to be
Filed and without any further notice to, or action, order, or approval of, the Bankruptcy Court,
the Canadian Court, or any other Entity. Additionally, any Claim or Equity Interest that is
duplicative or redundant with another Claim or Equity Interest against the same Debtor may be
adjusted or expunged on the Claims Register or stock transfer ledger or similar register of the
applicable Debtor, as applicable, by the Reorganized Debtors without a Claims or Equity
Interests objection having to be Filed and without any further notice to, or action, order, or
approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

E. No Interest

Unless otherwise (1) specifically provided for in the Plan or the Confirmation Order, (2)
agreed to by the New Investors (upon agreement of all of the New Investors) or the Reorganized
Debtors, as applicable, (3) provided for in a postpetition agreement in writing between all of the
New Investors or the Reorganized Debtors, as applicable, and a Holder of a Claim, or (4)
allowed under applicable bankruptcy and non-bankruptcy law, postpetition interest shall not
accrue or be paid on Claims, and no Holder of a Claim shall be entitled to interest accruing on or
after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing,
and except as otherwise set forth in the Plan, interest shall not accrue or be paid on any Disputed
Claim with respect to the period from the Effective Date to the date a final Plan Distribution is
made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed
Claim.

F. Deadline To File Objections to Claims or Equity Interests

Any objections to Claims or Equity Interests shall be Filed no later than the Claims and
Equity Interests Objection Bar Date, as may be extended from time to time upon the consent of
the Debtors and each of the New Investors.

G. Disallowance of Claims or Equity Interests

Any Claims or Equity Interests held by Entities from which property is recoverable under
sections 542, 543, 550, or 553 of the Bankruptcy Code, or that are transferees of transfers
avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy
Code or otherwise, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy
Code, and Holders of such Claims or Equity Interests may not receive any Plan Distributions on
account of such Claims or Equity Interests until such time as such Causes of Action against that
Entity have been settled or a Final Order with respect thereto has been entered and all sums or
property due, if any, to the Debtors from that Entity have been turned over or paid.

EXCEPT AS PROVIDED HEREIN OR OTHERWISE AGREED, ANY AND ALL
PROOFS OF CLAIM FILED AFTER THE APPLICABLE CLAIMS BAR DATE SHALL BE
DEEMED DISALLOWED AND EXPUNGED AS OF THE EFFECTIVE DATE WITHOUT
ANY FURTHER NOTICE TO, OR ACTION, ORDER, OR APPROVAL OF, THE
BANKRUPTCY COURT, THE CANADIAN COURT, OR ANY OTHER ENTITY, AND
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HOLDERS OF SUCH CLAIMS MAY NOT RECEIVE ANY PLAN DISTRIBUTIONS ON
ACCOUNT OF SUCH CLAIMS, UNLESS ON OR BEFORE THE CONFIRMATION
HEARING SUCH LATE CLAIM HAS BEEN DEEMED TIMELY FILED BY A FINAL
ORDER.

H. Amendments to Claims

On or after the later of the Effective Date or the applicable deadline set by the
Bankruptcy Court, a Claim may not be Filed or amended without the prior authorization of the
Bankruptcy Court or New LightSquared, and any such new or amended Claim Filed shall be
deemed disallowed in full and expunged without any further notice to, or action, order, or
approval of, the Bankruptcy Court, the Canadian Court, or any other Entity.

ARTICLE VIII.
SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Discharge of Claims and Termination of Equity Interests

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan, the Plan Distributions, rights, and treatment that are provided in the Plan
shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of
Claims (including any Intercompany Claims resolved or compromised after the Effective Date
by the Reorganized Debtors in accordance with Section III.B.17 and Section III.B.18 hereof),
Equity Interests, and Causes of Action of any nature whatsoever, including any interest accrued
on Claims or Equity Interests from and after the Petition Date, whether known or unknown,
against, liabilities of, Liens on, obligations of, rights against, and Equity Interests in, the Debtors
or any of their assets or properties, regardless of whether any property shall have been distributed
or retained pursuant to the Plan on account of such Claims or Equity Interests, including
demands, liabilities, and Causes of Action that arose before the Effective Date, any liability to
the extent such Claims or Equity Interests relate to services performed by current or former
employees of the Debtors prior to the Effective Date and that arise from a termination of
employment or a termination of any employee or retiree benefit program, regardless of whether
such termination occurred prior to or after the Effective Date, any contingent or non-contingent
liability on account of representations or warranties issued on or before the Effective Date, and
all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in
each case, whether or not (1) a Proof of Claim or proof of Equity Interest based upon such debt,
right, or Equity Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code,
(2) a Claim or Equity Interest based upon such debt, right, or Equity Interest is Allowed pursuant
to section 502 of the Bankruptcy Code, or (3) the Holder of such a Claim or Equity Interest has
accepted the Plan. Any default by the Debtors or their Affiliates with respect to any Claim or
Equity Interest that existed immediately prior to or on account of the filing of the Chapter 11
Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial
determination of the discharge of all Claims and Equity Interests subject to the occurrence of the
Effective Date.

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B. Subordinated Claims

The allowance, classification, and treatment of all Allowed Claims and Allowed Equity
Interests and the respective Plan Distributions and treatments under the Plan shall give effect to
the relative priority and rights of the Claims and Equity Interests in each Class in connection
with any contractual, legal, and equitable subordination rights relating thereto, whether arising
under general principles of equitable subordination, section 510 of the Bankruptcy Code, or
otherwise. Pursuant to section 510 of the Bankruptcy Code, the Plan Proponents, with the
consent of each of the New Investors, reserve the right to reclassify any Allowed Claim or
Equity Interest in accordance with any contractual, legal, or equitable subordination relating
thereto. For the avoidance of doubt, the Prepetition Inc. Facility Lender Subordination
Agreement shall be enforceable as a subordination agreement under section 510(a) of the
Bankruptcy Code.

C. Compromise and Settlement of Claims and Controversies

Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019,
and in consideration for the Plan Distributions and other benefits provided pursuant to the Plan,
the provisions of the Plan shall constitute a good faith compromise of all Claims, Equity
Interests, Causes of Action, and controversies resolved pursuant to the Plan and relating to any
contractual, legal, and subordination rights that a Holder of a Claim or Equity Interest may have
with respect to any Allowed Claim or Equity Interest, or any Plan Distributions to be made on
account of such an Allowed Claim or Equity Interest. The entry of the Confirmation Order shall
constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims,
Equity Interests, Causes of Action, and controversies, as well as a finding by the Bankruptcy
Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and
Holders of Claims or Equity Interests and is fair, equitable, and reasonable. Plan Distributions
made to Holders of Allowed Claims or Equity Interests are intended to be final. In accordance
with the provisions of the Plan, pursuant to sections 363 and 1123 of the Bankruptcy Code and
Bankruptcy Rule 9019(a), without any further notice to or action, order, or approval of the
Bankruptcy Court, the Canadian Court, or any other Entity, after the Effective Date, New
LightSquared may compromise and settle Claims against, or Equity Interests in, the Debtors, and
Causes of Action against other Entities; provided that, any settlement with respect to Claims
against, or Equity Interests in, or any Causes of Action against any Reorganized Inc. Entity shall
require the prior approval of Reorganized LightSquared Inc. In addition, and for the avoidance of
doubt, entry of the Confirmation Order shall also operate to settle all claims and causes of action
alleged in the Standing Motion against the Prepetition Inc. Agent and the Prepetition Inc.
Lenders in respect of the Prepetition Inc. Facility Subordinated Claims, and the Standing Motion,
to the extent not previously withdrawn with prejudice, shall be deemed withdrawn with prejudice
upon the occurrence of the Inc. Facilities Claims Purchase Closing Date.

D. Releases by Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise
specifically provided in the Plan, for good and valuable consideration, including the service
of the Released Parties to facilitate the expeditious reorganization of the Debtors and the
implementation of the restructuring transactions contemplated by the Plan, on and after
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the Effective Date, the Released Parties are deemed released and discharged by the
Debtors, the Reorganized Debtors, and the Estates from any and all claims, interests,
obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever,
including any derivative claims asserted on behalf of the Debtors or the Estates, whether
known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity,
or otherwise, whether for tort, contract, violations of federal or state securities laws, or
otherwise, that the Debtors, the Reorganized Debtors, the Estates, or their Affiliates would
have been legally entitled to assert in their own right (whether individually or collectively)
or on behalf of the Holder of any Claim or Equity Interest or other Entity, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11
Cases, the CCAA Proceeding, the prepetition or postpetition purchase, sale, or rescission of
the purchase or sale of any debt or Security of the Debtors, the Prepetition Facilities, the
DIP Facilities, the Working Capital Facility, the Second Lien Exit Facility, the Exit
Intercreditor Agreement, the New LightSquared Entities Shares, the Reorganized
LightSquared Inc. Exit Facility, as applicable, the subject matter of, or the transactions or
events giving rise to, any Claim or Equity Interest that is treated in the Plan, the business
or contractual arrangements between any Debtor and any Released Party, the
restructuring of Claims or Equity Interests prior to or in the Chapter 11 Cases and/or the
CCAA Proceeding, the negotiation, formulation, or preparation of the Plan and the
Disclosure Statement, or related agreements (including the Plan Support Agreement),
instruments, or other documents, any of the Debtors’ regulatory efforts (including, without
limitation, change of control applications) upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date, other
than claims or liabilities arising out of or relating to any act or omission of a Released
Party that constitutes willful misconduct (including fraud) or gross negligence.
Notwithstanding anything contained herein to the contrary, the foregoing release does not
release any obligations of any party under the Plan or any document, instrument, or
agreement (including those set forth in the Working Capital Facility Credit Agreement,
Second Lien Exit Credit Agreement, Reorganized LightSquared Inc. Credit Agreement,
Exit Intercreditor Agreement, Reorganized Debtors Governance Documents, and the Plan
Supplement) executed to implement the Plan.

E. Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall
have or incur, and each Exculpated Party is hereby released and exculpated from, any
claim, obligation, Cause of Action, or liability for any act taken or omitted to be taken in
connection with, or related to, formulating, negotiating, preparing, disseminating,
implementing, administering, confirming, or effecting the Confirmation or Consummation
of the Plan, the Disclosure Statement, the Plan Documents, or any contract, instrument,
release, or other agreement, or document created or entered into in connection with the
Plan (including the Plan Support Agreement), any act taken or omitted to be taken in
connection with, or related to, any of the Debtors’ regulatory efforts (including, without
limitation change of control applications), the negotiation of Cure Costs, the amendment,
assumption, assumption and assignment, or rejection of Executory Contracts or Unexpired
Leases, or any other prepetition or postpetition act taken or omitted to be taken in

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connection with, or in contemplation of, the restructuring of the Debtors, the approval of
the Disclosure Statement, or Confirmation or Consummation of the Plan, except for (1)
willful misconduct (including fraud) or gross negligence and/or (2) the rights of any Entity
to enforce the Plan and the contracts, instruments, releases, indentures, and other
agreements or documents delivered under, or in connection with, the Plan, or assumed
pursuant to the Plan, or assumed pursuant to a Final Order, but in all respects such
Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their
duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon
Confirmation of the Plan shall be deemed to have, participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code with regard to the
distributions of the Securities pursuant to the Plan and, therefore, are not, and on account
of such distributions shall not be, liable at any time for the violation of any applicable law,
rule, or regulation governing the solicitation of acceptances or rejections of the Plan or
such distributions made pursuant to the Plan.

F. Third-Party Releases by Holders of Claims or Equity Interests

Except as otherwise specifically provided in the Plan, on and after the Effective
Date, to the fullest extent permissible under applicable law, (1) each Released Party, (2)
each present and former Holder of a Claim or Equity Interest, and (3) each of the
foregoing Entities’ respective predecessors, successors and assigns, and current and former
shareholders, affiliates, subsidiaries, members (including ex-officio members), officers,
directors, principals, managers, trustees, employees, partners, attorneys, financial advisors,
accountants, investment bankers, investment advisors, actuaries, professionals, consultants,
agents, and representatives (in each case, in his, her, or its capacity as such) (each of the
foregoing parties in (1), (2), and (3), a “Releasing Party”) shall be deemed to have
conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged
the Released Parties from any and all claims, interests, obligations, rights, suits, damages,
Claims, Equity Interests, Causes of Action, remedies, and liabilities whatsoever, including
any derivative claims asserted on behalf of a Debtor, whether known or unknown, foreseen
or unforeseen, existing or hereafter arising, in law, equity or otherwise, whether for tort,
contract, violations of federal or state securities laws, or otherwise, that each Releasing
Party would have been legally entitled to assert (whether individually or collectively), based
on or relating to, or in any manner arising from, in whole or in part, the Debtors, the
Debtors’ restructuring, the Chapter 11 Cases, the CCAA Proceeding, the prepetition or
postpetition purchase, sale, or rescission of the purchase or sale of any debt or Security of
the Debtors, the Prepetition Facilities, the DIP Facilities, the Working Capital Facility, the
Second Lien Exit Facility, the Exit Intercreditor Agreement, the New LightSquared
Entities Shares, the Reorganized LightSquared Inc. Exit Facility, as applicable, the subject
matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is
treated in the Plan, the business or contractual arrangements between any Debtor and any
Released Party, the restructuring of Claims or Equity Interests prior to or in the Chapter
11 Cases and/or the CCAA Proceeding, the negotiation, formulation, or preparation of the
Plan and the Disclosure Statement, or related agreements, instruments, or other
documents, any act taken or omitted to be taken in connection with, or related to, any of
the Debtors’ regulatory efforts (including, without limitation change of control

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applications), the negotiation of Cure Costs, the amendment, assumption, assumption and
assignment, or rejection of Executory Contracts or Unexpired Leases, upon any other act
or omission, transaction, agreement, event, or other occurrence taking place on or before
the Effective Date, other than claims or liabilities arising out of or relating to any act or
omission of a Released Party that constitutes willful misconduct (including fraud) or gross
negligence; provided, however, that each present and former Holder of a Claim or Equity
Interest voting to reject the Plan may reject the third-party release provided in this Section
VIII.F by checking the box on the applicable Ballot indicating that such Holder opts not to
grant such third-party release.

Notwithstanding anything contained herein to the contrary, the third-party release
herein does not release any obligations of any party under the Plan or any document,
instrument, or agreement (including those set forth in the Working Capital Facility Credit
Agreement, Second Lien Exit Credit Agreement, Reorganized LightSquared Inc. Credit
Agreement, Exit Intercreditor Agreement, Reorganized Debtors Governance Documents,
and the Plan Supplement) executed to implement the Plan.

G. Injunctions

Except as otherwise expressly provided in the Plan, or for obligations issued
pursuant to the Plan, all Entities who have held, hold, or may hold Claims or Equity
Interests that have been released pursuant to Section VIII.D hereof or Section VIII.F
hereof, discharged pursuant to Section VIII.A hereof, or are subject to exculpation
pursuant to Section VIII.E hereof are permanently enjoined, from and after the Effective
Date, from taking any of the following actions against the Debtors or the Reorganized
Debtors: (1) commencing or continuing in any manner any action or other proceeding of
any kind on account of, in connection with, or with respect to any such Claims or Equity
Interests; (2) enforcing, attaching, collecting, or recovering by any manner or means any
judgment, award, decree, or order against such Entities on account of, in connection with,
or with respect to any such Claims or Equity Interests; (3) creating, perfecting, or
enforcing any encumbrance of any kind against such Entities or the property or estates of
such Entities on account of, in connection with, or with respect to any such Claims or
Equity Interests; (4) asserting any right of setoff, subrogation, or recoupment of any kind
against any obligation due from such Entities or against the property or Estates of such
Entities on account of, in connection with, or with respect to any such Claims or Equity
Interests unless such Holder has Filed a motion requesting the right to perform such setoff
on or before the Confirmation Date, and notwithstanding an indication in a Proof of Claim
or proof of Equity Interest or otherwise that such Holder asserts, has, or intends to
preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise;
and (5) commencing or continuing in any manner any action or other proceeding of any
kind on account of, in connection with, or with respect to any such Claims or Equity
Interests released or settled pursuant to the Plan. Nothing in the Plan or Confirmation
Order shall preclude any Entity from pursuing an action against one or more of the
Debtors in a nominal capacity to recover insurance proceeds so long as the Debtors or
Reorganized Debtors, as applicable, and any such Entity agree in writing that such Entity
shall (1) waive all Claims against the Debtors, the Reorganized Debtors, and the Estates

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related to such action and (2) enforce any judgment on account of such Claim solely against
applicable insurance proceeds, if any.

H. Release of Liens

Except as otherwise provided in the Plan, or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, (1) on the Effective Date and concurrently
with the applicable distributions made pursuant to the Plan and (2) in the case of a Secured
Claim, upon satisfaction in full of the portion of the Secured Claim that is Allowed as of the
Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against
any property of the Estates shall be fully released, settled, discharged, and compromised and all
rights, titles, and interests of any Holder of such mortgages, deeds of trust, Liens, pledge, or
other security interests against any property of the Estates shall revert to the Reorganized
Debtors and their successors and assigns. The Reorganized Debtors shall be authorized to file
any necessary or desirable documents to evidence such release in the name of such Holder of a
Secured Claim.

ARTICLE IX.
CONDITIONS PRECEDENT TO CONFIRMATION DATE AND EFFECTIVE DATE
OF PLAN

A. Conditions Precedent to Confirmation Date

It shall be a condition to the Confirmation Date of the Plan that the following conditions
shall have been satisfied (prior to, or in conjunction with, entry of the Confirmation Order) or
waived pursuant to the provisions of Section IX.C hereof:

1. Except as otherwise agreed by each of the New Investors, the FCC shall not have:
(a) denied any Material Regulatory Request in writing on material substantive
grounds; (b) denied any Material Regulatory Request in writing on any other
grounds without affording the applicant or petitioner an opportunity to submit a
substantively similar request without prejudice; or (c) otherwise taken action so as
to preclude a reasonable prospect of satisfying any FCC Objective.

2. The Bankruptcy Court shall have entered the Confirmation Order.

3. The Bankruptcy Court shall have entered the Disclosure Statement Order and the
Canadian Court shall have entered the Disclosure Statement Recognition Order.

4. The Plan Support Agreement shall be in full force and effect.

5. The New DIP Orders shall have been entered contemporaneously with the
Confirmation Order.

6. The Standing Motion Stipulation Order shall have been entered by the
Bankruptcy Court.

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7. The JPM Inc. Facilities Claims Purchase Agreement shall have been executed and
be in full force and effect.

8. The New Investor Commitment Documents shall have been executed and be in
full force and effect.

9. The Prepetition Inc. Fee Claims and DIP Inc. Fee Claims shall have been paid in
full in Cash

10. The Debtors shall have received (a) binding commitments with respect to the
Effective Date Investments, (b) a highly confident letter with respect to the
Working Capital Facility, in each case, on terms and conditions satisfactory to
each of the New Investors and the Debtors, and (c) binding commitments with
respect to the Cash portion of the Second Lien Exit Facility.

11. The New Investor Break-Up Fee and the commitment fee under the Second Lien
Exit Facility Commitment Letter shall each have been approved by the
Bankruptcy Court.

B. Conditions Precedent to Effective Date

It shall be a condition to the Effective Date of the Plan that the following conditions shall
have been satisfied or waived (upon agreement of each of the New Investors and the Debtors)
pursuant to the provisions of Section IX.C hereof:

1. The Confirmation Order shall have become a Final Order.

2. The transactions contemplated by the JPM Inc. Facilities Claims Purchase
Agreement shall have been consummated.

3. The New DIP Orders (a) shall have been entered and (b) shall have become Final
Orders.

4. The New DIP Recognition Order shall have become a Final Order.

5. The New DIP Facilities shall have been funded, and there shall not be any default
under the New DIP Credit Agreements or the New DIP Orders with respect to
which the New DIP Agents or New DIP Lenders are exercising any rights and
remedies against the collateral under such New DIP Facilities.

6. The Plan Documents, to the extent applicable to the transactions to be
consummated pursuant to the Confirmation Order, shall have been executed and
delivered, and any conditions (other than the occurrence of the Effective Date or
certification that the Effective Date has occurred) contained therein shall have
been satisfied or waived in accordance therewith, including, but not limited to:

(a) the Working Capital Facility Credit Agreement and any related
documents, in forms and substance satisfactory to New LightSquared,
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each of the New Investors, and the Debtors, shall have been executed and
delivered by all of the Entities that are parties thereto, all conditions
precedent to the consummation thereof shall have been waived or satisfied
in accordance with the terms thereof, and the incurrence of obligations
pursuant to the Working Capital Facility Credit Agreement shall have
occurred;

(b) the Second Lien Exit Credit Agreement and any related documents, in
forms and substance satisfactory to each of the New Investors and the
Debtors, shall have been executed and delivered by all of the Entities that
are parties thereto, all conditions precedent to the consummation thereof
shall have been waived or satisfied in accordance with the terms thereof,
the incurrence of obligations pursuant to the Second Lien Exit Credit
Agreement, and the funding of all New Money Lender Commitments (as
such term is defined in the Second Lien Exit Credit Agreement) shall have
occurred;

(c) the Reorganized LightSquared Inc. Exit Facility and any related
documents, in forms and substance satisfactory to each of the New
Investors and the Debtors, shall have been executed and delivered by all of
the Entities that are parties thereto, and the incurrence of obligations
pursuant to the Reorganized LightSquared Inc. Exit Facility shall have
occurred;

(d) the New LightSquared Interest Holders Agreement, in form and substance
satisfactory to each of the New Investors and the Debtors, shall have been
executed and delivered by all of the Entities that are parties thereto, and all
conditions precedent to the consummation thereof shall have been waived
or satisfied in accordance with the terms thereof; and

(e) the Debtors shall have sufficient Cash on hand to fund the Professional
Fee Reserve and the Disputed Claims and Equity Interests Reserve.

7. The Canadian Court shall have entered the Confirmation Recognition Order and
such order shall have become a Final Order.

8. All necessary actions, documents, certificates, and agreements necessary to
implement the Plan shall have been effected or executed and delivered to the
required parties and, to the extent required, Filed with the applicable
governmental units in accordance with applicable laws.

9. Except as otherwise agreed by each of the New Investors, the FCC shall not have:
(a) denied any Material Regulatory Request in writing on material substantive
grounds; (b) denied any Material Regulatory Request in writing on any other
grounds without affording the applicant or petitioner an opportunity to submit a
substantively similar request without prejudice; or (c) otherwise taken action so as
to preclude a reasonable prospect of satisfying any FCC Objective.
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10. The FCC, Industry Canada, and other applicable governmental authorities shall
have granted any necessary consents and approvals required for the Debtors to
emerge from chapter 11 pursuant to the Plan (including, without limitation and to
the extent applicable, consents to the assignment of the Debtors’ licenses and/or
the transfer of control of the Debtors, as well as customary approvals and
authorizations related thereto) and any statutory waiting periods shall have
expired (including under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the Competition Act (Canada)).

11. The Plan Support Agreement shall be in full force and effect.

12. The Debtors shall have paid in full in Cash all New Investor Fee Claims.

13. The Harbinger Litigations shall have been assigned to New LightSquared.

14. The identity of the Chairman of the New LightSquared Board shall be reasonably
acceptable to each of the New Investors.

C. Waiver of Conditions

The conditions to the Confirmation Date and/or the Effective Date of the Plan set forth in
this Article IX may be waived by the agreement of each of the New Investors and the Debtors,
without notice to, or action, order, or approval of, the Bankruptcy Court, the Canadian Court, or
any other Entity; provided, that if the Inc. Facilities Claims Purchase Closing Date and payment
in full in Cash of the DIP Inc. Claims has not yet occurred, the conditions to Confirmation set
forth in Section IX.A may not be waived without the consent of MAST, other than Sections
IX.A.1, IX.A.10, and IX.A.11.

ARTICLE X.
MODIFICATION, REVOCATION, OR WITHDRAWAL OF PLAN

A. Modification and Amendments

Except as otherwise specifically provided in the Plan, the Plan Proponents (in accordance
with the Plan Support Agreement, as applicable, and the terms of this Article X), reserve the
right with the written consent of each Plan Proponent to modify the Plan as to material terms and
seek Confirmation consistent with the Bankruptcy Code; provided, however, that the Plan may
not be modified or amended with respect to (1) a MAST Term or (2) Articles I, II, II.A, II.C, III,
IV.A, IV.B.1, VI (solely as to such terms that pertain to MAST or the Prepetition Inc. Agent),
VIII, IX.A, IX.C, X, XI (solely as to such terms that pertain to MAST or the Prepetition Inc.
Agent), and XII hereof, without the prior written consent of MAST and the Prepetition Inc.
Agent, which consent, in the case of clause (2), immediately above and when unrelated to a
MAST Term, shall not be unreasonably withheld or delayed. Subject to certain restrictions and
requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, and
those restrictions on modifications set forth in the Plan and in the Plan Support Agreement, the
Plan Proponents other than the Debtors (in accordance with the Plan Support Agreement or the
terms of this Section X.A), expressly reserve the right to alter, amend, or modify materially the

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Plan with respect to any Debtor, one or more times, after Confirmation, and, to the extent
necessary, may initiate proceedings in the Bankruptcy Court or Canadian Court to so alter,
amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in
the Plan, the Disclosure Statement, the Confirmation Order, or the Confirmation Recognition
Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Any
such modification or supplement shall be considered a modification of the Plan and shall be
made in accordance with this Section X.A.

B. Effect of Confirmation on Modifications

Entry of a Confirmation Order or Confirmation Recognition Order shall mean that all
modifications or amendments to the Plan since the solicitation thereof are approved pursuant to
section 1127(a) of the Bankruptcy Code and do not require additional disclosure or re-
solicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of Plan

The Plan Proponents, with the consent of each Plan Proponent, MAST, and the
Prepetition Inc. Agent, in accordance with the Plan Support Agreement (or, in the case of the
Debtors, the terms of this Section X.C), reserve the right to revoke or withdraw the Plan prior to
the Confirmation Date and to file subsequent chapter 11 plans. The Debtors reserve their right to
withdraw support for the Plan at any time if it is determined that pursuing the Plan would be
inconsistent with the exercise of their fiduciary duties; provided, however, that such withdrawal
is without prejudice to the right of the other Plan Proponents to continue to seek confirmation
and consummation of the Plan. If the Plan Proponents collectively revoke or withdraw the Plan,
or if the Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void
in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or
limiting to an amount certain of any Claims or Equity Interests or Class of Claims or Equity
Interests), assumption, assumption and assignment, or rejection of Executory Contracts or
Unexpired Leases effected by the Plan, and any document or agreement executed pursuant to the
Plan, shall be deemed null and void in all respects (provided, however, that the foregoing shall
not apply to (x) the Standing Motion Stipulation and the withdrawal of the Standing Motion as to
the Prepetition Inc. Facility Non-Subordinated Claims or (y) the JPM Inc. Facilities Claims
Purchase Agreement or the New Investor Commitment Documents to the extent that the Inc.
Facilities Claims Purchase Closing Date has occurred); and (3) nothing contained in the Plan or
the Disclosure Statement shall (a) constitute a waiver or release of any Claims or Equity Interests
in any respect, (b) prejudice in any manner the rights of the Debtors or any other Entity in any
respect, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by the
Debtors or any other Entity in any respect.

D. Validity of Certain Plan Transactions If Effective Date Does Not Occur

If, for any reason, the Plan is Confirmed, but the Effective Date does not occur, any and
all post-Confirmation Date and pre-Effective Date Plan Transactions that were authorized by the
Bankruptcy Court, whether as part of the New DIP Facilities, the purchases pursuant to the JPM
Inc. Facilities Claims Purchase Agreement, the New Investor Commitment Documents, the Plan,

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or otherwise, and any distributions made from proceeds of the New DIP Facilities, shall be
deemed valid, in full force and effect, and not subject to revocation or reversal.

ARTICLE XI.
RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective
Date, on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all
matters arising out of, or relating to, the Chapter 11 Cases and the Plan pursuant to sections
105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

1. Allow, disallow, determine, liquidate, classify, estimate, or establish the priority,
Secured or unsecured status, or amount of any Claim or Equity Interest, including
the resolution of any request for payment of any Administrative Claim, of any
request for the payment or Plan Distribution on account of Claims entitled to
priority pursuant to section 507 of the Bankruptcy Code, and of any and all
objections to the Secured or unsecured status, priority, amount, or allowance of
Claims or Equity Interests;

2. Decide and resolve all matters relating to the granting and denying, in whole or in
part, of any applications for allowance of compensation or reimbursement of
expenses to Professionals authorized pursuant to the Bankruptcy Code or the
Plan;

3. Resolve any matters relating to the following: (a) the assumption, assumption and
assignment, or rejection of any Executory Contract or Unexpired Lease to which a
Debtor is party or with respect to which a Debtor may be liable and to hear,
determine, and, if necessary, liquidate, any Claims arising therefrom, including
Cure Costs pursuant to section 365 of the Bankruptcy Code; (b) any potential
contractual obligation under any Executory Contract or Unexpired Lease that is
assumed, or assumed and assigned; (c) the Reorganized Debtors amending,
modifying, or supplementing, after the Effective Date, pursuant to Article V
hereof, any Executory Contracts or Unexpired Leases to the list of Executory
Contracts and Unexpired Leases to be assumed, or assumed and assigned; and (d)
any dispute regarding whether a contract or lease is or was executory or
unexpired;

4. Ensure that Plan Distributions to Holders of Allowed Claims and Allowed Equity
Interests are accomplished pursuant to the provisions of the Plan;

5. Adjudicate, decide, or resolve any motions, adversary proceedings, contested or
litigated matters, and any other matters, and grant or deny any applications
involving a Debtor that may be pending on the Effective Date;

6. Adjudicate, decide, or resolve any and all matters related to Causes of Action;

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7. Adjudicate, decide, or resolve all matters related to the Standing Motion
Stipulation and Standing Motion Stipulation Order;

8. Adjudicate, decide, or resolve any and all matters related to section 1141 of the
Bankruptcy Code;

9. Enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of the Plan and all contracts,
instruments, releases, indentures, and other agreements or documents created in
connection with the Plan or the Disclosure Statement;

10. To hear and determine any matters relating to, arising out of, or in connection
with the implementation of the Working Capital Facility, the Second Lien Exit
Facility, the Reorganized LightSquared Inc. Exit Facility, the Exit Intercreditor
Agreement, the Reorganized Debtors Governance Documents, the Second Lien
Exit Facility Commitment Letter, or any ancillary or related agreements thereto;

11. Resolve any cases, controversies, suits, disputes, or Causes of Action that may
arise in connection with the Consummation, interpretation, or enforcement of the
Plan or any Entity’s obligations incurred in connection with the Plan;

12. Issue injunctions, enter and implement other orders, or take such other actions as
may be necessary or appropriate to restrain interference by any Entity with the
Consummation or enforcement of the Plan, including the releases set forth
therein;

13. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect
to the releases, injunctions, and other provisions contained in Article VIII hereof
and enter such orders as may be necessary or appropriate to implement such
releases, injunctions, and other provisions;

14. Hear and determine all disputes involving the existence, nature, or scope of the
Debtors’ discharge, including any dispute relating to any liability arising out of
the termination of employment or the termination of any employee or retiree
benefit program, regardless of whether such termination occurred prior to or after
the Effective Date;

15. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect
to the repayment or return of Plan Distributions and the recovery of additional
amounts owed by the Holder of a Claim or Equity Interest for amounts not timely
repaid pursuant to Section VI.J hereof;

16. Enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason modified, stayed, reversed, revoked, or
vacated;

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17. Determine any other matters that may arise in connection with or relate to the
Plan, the Disclosure Statement, the Confirmation Order, or any contract,
instrument, release, indenture, or other agreement or document created in
connection with the Plan or the Disclosure Statement;

18. Enter an order or final decree concluding or closing the Chapter 11 Cases;

19. Adjudicate any and all disputes arising from or relating to Plan Distributions
under the Plan or any transactions contemplated therein;

20. Adjudicate any and all disputes arising from or relating to the JPM Inc. Facilities
Claims Purchase Agreement.

21. Adjudicate any and all disputes arising from, or relating to, the New Investor
Commitment Documents.

22. Consider any modifications of the Plan, to cure any defect or omission, or to
reconcile any inconsistency in any Bankruptcy Court order, including the
Confirmation Order;

23. Hear and determine matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

24. Enforce all orders previously entered by the Bankruptcy Court; and

25. Hear any other matter not inconsistent with the Bankruptcy Code.

ARTICLE XII.
MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Subject to Section IX.B hereof, and notwithstanding Bankruptcy Rules 3020(e), 6004(h),
or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, the Plan
Supplement, the Confirmation Order, and the Confirmation Recognition Order shall be
immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized
Debtors, and any and all Holders of Claims or Equity Interests (irrespective of whether such
Claims or Equity Interests are deemed to have accepted the Plan), all Entities that are parties, or
are subject, to the settlements, compromises, releases, discharges, and injunctions described in
the Plan, each Entity acquiring or receiving property under the Plan, and any and all non-Debtor
parties to Executory Contracts or Unexpired Leases with the Debtors. All Claims and debts shall
be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether
any Holder of a Claim or debt has voted on the Plan. For the avoidance of doubt, upon entry of
the Confirmation Order the JPM Inc. Facilities Claims Purchase Agreement, and the New
Investor Commitment Documents shall remain binding, subject to the terms thereof, regardless
of whether the Effective Date occurs.

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B. Additional Documents

On or before the Effective Date, the Plan Proponents may file with the Bankruptcy Court
such agreements and other documents as may be necessary or appropriate to effectuate and
further evidence the terms and conditions of the Plan. The Debtors, the New Investors or the
Reorganized Debtors, as applicable, and all Holders of Claims or Equity Interests receiving Plan
Distributions pursuant to the Plan and all other parties in interest shall, from time to time,
prepare, execute, and deliver any agreements or documents and take any other actions as may be
necessary or appropriate to effectuate the provisions and intent of the Plan.

C. Reservation of Rights

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the
Bankruptcy Court shall have entered the Confirmation Order. None of the Filing of the Plan, any
statement or provision contained in the Plan, or the taking of any action by any Debtor, any Plan
Proponent, or any Plan Support Party with respect to the Plan or the Disclosure Statement, shall
be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to
the Holders of Claims or Equity Interests prior to the Effective Date.

D. Successors and Assigns

Except as expressly set forth in the Plan, the rights, benefits, and obligations of any Entity
named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir,
executor, administrator, successor or assign, affiliate, officer, director, agent, representative,
attorney, beneficiary, or guardian, if any, of each Entity.

E. Service of Documents

After the Effective Date, any pleading, notice, or other document required by the Plan to
be served on or delivered to:

the Debtors or the Reorganized Debtors, shall be served on:

LightSquared Inc. Milbank, Tweed, Hadley & McCloy LLP
Attn: General Counsel Matthew S. Barr
10802 Parkridge Boulevard Steven Z. Szanzer
Reston, VA 20191 Karen Gartenberg
One Chase Manhattan Plaza
New York, NY 10005

the Special Committee, shall be served on:

Kirkland & Ellis LLP
Paul M. Basta
Joshua A. Sussberg
601 Lexington Avenue
New York, NY 10022
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Fortress, shall be served on:

Fortress Credit Opportunities Advisors Stroock & Stroock & Lavan LLP
LLC Frank A. Merola
1345 Avenue of the Americas Jayme T. Goldstein
New York, NY 10105 180 Maiden Lane
Kristopher M. Hansen New York, NY 10038

JPM Investment Parties, shall be served on:

JPMorgan Chase & Co. Simpson Thacher & Bartlett LLP
Patrick Daniello Sandeep Qusba
383 Madison Ave. Elisha D. Graff
New York, NY 10179 425 Lexington Avenue
New York, NY 10017

Harbinger, shall be served on:

Kasowitz, Benson, Torres & Friedman
LLP
David M. Friedman
Adam L. Shiff
1633 Broadway
New York, NY 10019

Centerbridge, shall be served on:

Centerbridge Partners, L.P. Fried, Frank, Harris, Shriver & Jacobson LLP
Vivek Melwani Brad Eric Scheler
Jared Hendricks Peter B. Siroka
375 Park Avenue, 12th Floor Aaron S. Rothman
New York, NY 10152 One New York Plaza
New York, NY 10004

MAST, the Prepetition Inc. Agent and/or the DIP Inc. Agent shall be served on:

MAST Capital Management, LLC Akin Gump Strauss Hauer & Feld LLP
Peter Reed Philip C. Dublin
Adam Kleinman Meredith A. Lahaie
The John Hancock Tower One Bryant Park
200 Clarendon Street, Floor 51 New York, NY 10036
Boston, MA 02116

95

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After the Effective Date, the Reorganized Debtors are authorized to limit the list of
Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed
a renewed request to receive documents pursuant to Bankruptcy Rule 2002.

F. Term of Injunctions or Stays

Unless otherwise provided in the Plan, the Confirmation Order, or the Confirmation
Recognition Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections
105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court or the Canadian Court,
and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan,
the Confirmation Order, or the Confirmation Recognition Order), shall remain in full force and
effect until the Effective Date. All injunctions or stays contained in the Plan, the Confirmation
Order, or the Confirmation Recognition Order shall remain in full force and effect in accordance
with their terms.

G. Plan Supplement

All exhibits and documents included in the Plan Supplement are incorporated into, and
are a part of, the Plan as if set forth in full in the Plan, and any reference to the Plan shall mean
the Plan and the Plan Supplement. Upon its Filing, the Plan Supplement may be inspected in the
office of the clerk of the Bankruptcy Court or its designee during normal business hours, at the
Bankruptcy Court’s website at www.nysb.uscourts.gov, and at the website of the Claims and
Solicitation Agent at http://www.kccllc.net/lightsquared. The documents contained in the Plan
Supplement are an integral part of the Plan and shall be deemed approved by the Bankruptcy
Court pursuant to the Confirmation Order.

H. Entire Agreement

Except as otherwise indicated, the Plan and the Plan Supplement (which, for the
avoidance of doubt, shall not include the New DIP Order) supersede all previous and
contemporaneous negotiations, promises, covenants, agreements, understandings, and
representations on such subjects, all of which have become merged and integrated into the Plan.

I. Non-severability of Plan Provisions

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy
Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter
and interpret such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held to be invalid, void,
or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and
provisions of the Plan shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order
shall constitute a judicial determination and shall be deemed to provide that each term and
provision of the Plan, as it may have been altered or interpreted in accordance with the
foregoing, is (1) valid and enforceable pursuant to its terms, (2) integral to the Plan and may not
be deleted or modified without the consent of the Debtors, the New Investors and, to the extent
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otherwise set forth herein or in the Plan Support Agreement, MAST, and (3) non-severable and
mutually dependent.

J. Votes Solicited in Good Faith

Upon entry of the Confirmation Order, the Plan Proponents shall be deemed to have
solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and
pursuant to section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective
Affiliates, subsidiaries, members, principals, shareholders, officers, directors, employees,
representatives, agents, financial advisors, attorneys, accountants, investment bankers,
consultants, and other professionals shall be deemed to have participated in good faith and in
compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities
offered and sold under the Plan, and, therefore, shall have no liability for the violation of any
applicable law, rule, or regulation governing the solicitation of votes on the Plan or the offer,
issuance, sale, or purchase of the Securities offered and sold under the Plan.

K. Waiver or Estoppel

Each Holder of a Claim or an Equity Interest shall be deemed to have waived any
right to assert any argument, including the right to argue that its Claim or Equity Interest
should be Allowed in a certain amount, in a certain priority, Secured, or not subordinated
by virtue of an agreement made with the Debtors or their counsel or any other Entity, if
such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed
with the Bankruptcy Court prior to the Confirmation Date.

L. Conflicts

Except as set forth in the Plan, to the extent that any provision of the Disclosure
Statement, the Plan Supplement, or any other order (other than the Confirmation Order)
referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to
any of the foregoing), conflicts with or is in any way inconsistent with any provision of the Plan,
unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of
the Plan shall govern and control.

97

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New York, New York
Dated: March 26, 2015

LIGHTSQUARED INC.,
LIGHTSQUARED LP, AND THE OTHER
DEBTORS IN THE CHAPTER 11 CASES

/s/ Douglas Smith
Douglas Smith
Chief Executive Officer, President, and
Chairman of the Board of LightSquared Inc.

[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]

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New York, New York
Dated: March 26, 2015

CENTERBRIDGE PARTNERS, L.P., ON
BEHALF OF CERTAIN OF ITS AFFILIATED
FUNDS

By: /s/ Jared S. Hendricks
Name: Jared S. Hendricks
Title: Authorized Signatory

[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]

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New York, New York
Dated: March 26, 2015

FORTRESS CREDIT OPPORTUNITIES
ADVISORS LLC, ON BEHALF OF CERTAIN
FUNDS AND/OR ACCOUNTS MANAGED BY
IT AND ITS AFFILIATES

By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
Title: President

[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]

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New York, New York
Dated: March 26, 2015

HARBINGER CAPITAL PARTNERS LLC

By: /s/ Philip A. Falcone
Name: Philip A. Falcone
Title: Chief Executive Officer

HGW HOLDING COMPANY, L.P.

By: /s/ Philip A. Falcone
Name: Philip A. Falcone
Title: Chief Executive Officer

BLUE LINE DZM CORP.

By: /s/ Keith M. Hladek
Name: Keith M. Hladek
Title: Authorized Signatory

HCP SP INC.

By: /s/ Philip A. Falcone
Name: Philip A. Falcone
Title: President

[Modified Second Amended Joint Plan Pursuant to Chapter 11 of Bankruptcy Code]

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Exhibit B

Election Form

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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
LIGHTSQUARED INC., et al., ) Case No. 12-12080 (SCC)
)
Debtors. 1 ) Jointly Administered
)

ELECTION FORM FOR EXISTING LP PREFERRED UNITS (CLASS 11)

You are receiving this election form (the “Election Form”) because you are a holder of
Existing LP Preferred Units as described in the Modified Second Amended Joint Plan Pursuant to
Chapter 11 of Bankruptcy Code, dated March 26, 2015 [Docket No. 2265] (as amended,
supplemented, or modified from time in accordance with the terms thereof, the “Plan”).

Please read and follow the enclosed instructions carefully before completing the Election
Form. If you have any questions about the contents of the Election Form or the related
instructions, please contact counsel to LightSquared, Milbank, Tweed, Hadley & McCloy LLP,
One Chase Manhattan Plaza, New York, NY 10005-1413, Attn: Matthew S. Barr, Esq., Steven
Z. Szanzer, Esq., and Karen Gartenberg, Esq. at (212) 530-5000. Capitalized terms used in this
Election Form or the related instructions but not otherwise defined herein have the meanings
given to them in the Plan.

PLAN DISTRIBUTION

Pursuant to the Plan, each holder of Existing LP Preferred Units has the option to receive,
on account of its Existing LP Preferred Units, Plan Consideration in the form of either (1) New
LightSquared Series A-2 Preferred Interests having a liquidation preference equal to such
holder’s pro rata share of the Existing LP Preferred Units Distribution Amount or (2) New
LightSquared Series C Preferred Interests having a liquidation preference equal to such holder’s
pro rata share of the Existing LP Preferred Units Distribution Amount. Any holder of Existing
LP Preferred Units that wishes to receive New LightSquared Series A-2 Preferred Interests rather
than New LightSquared Series C Preferred Interests must timely make the election to do so (the
“Election”). If you do not timely make the Election, you will receive New LightSquared
Series C Preferred Interests having a liquidation preference equal to your pro rata share of
the Existing LP Preferred Units Distribution Amount.
1
The debtors in these Chapter 11 Cases (collectively, “LightSquared” or the “Debtors”), along with the last
four digits of each Debtor’s federal or foreign tax or registration identification number, are: LightSquared Inc.
(8845), LightSquared Investors Holdings Inc. (0984), One Dot Four Corp. (8806), One Dot Six Corp. (8763),
SkyTerra Rollup LLC (N/A), SkyTerra Rollup Sub LLC (N/A), SkyTerra Investors LLC (N/A), TMI
Communications Delaware, Limited Partnership (4456), LightSquared GP Inc. (6190), LightSquared LP (3801),
ATC Technologies, LLC (3432), LightSquared Corp. (1361), LightSquared Finance Co. (6962), LightSquared
Network LLC (1750), LightSquared Inc. of Virginia (9725), LightSquared Subsidiary LLC (9821), Lightsquared
Bermuda Ltd. (7247), SkyTerra Holdings (Canada) Inc. (0631), SkyTerra (Canada) Inc. (0629), and One Dot Six
TVCC Corp. (0040). The location of the Debtors’ corporate headquarters is 10802 Parkridge Boulevard, Reston,
VA 20191.

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The terms of the New LightSquared Series A-2 Preferred Interests and New LightSquared Series
C Preferred Interests are set forth in the New LightSquared Interest Holders Agreement on file
with the Bankruptcy Court.

TIMING OF THE ELECTION

The timing for the Election is separate from voting on the Plan. As we have previously
informed you, the deadline to vote on the Plan was February 9, 2015, at 4 p.m. (prevailing
Pacific time). The option to make the Election remains open after the voting deadline. To make
the Election, this Election Form must be completed, signed, and timely received by LightSquared
and each of the New Investors by April 10, 2015, at 5 p.m. (prevailing Eastern time) (the
“Election Deadline”). If your Election Form is not received by LightSquared and each of the
New Investors by the Election Deadline, you shall be deemed to have elected to receive New
LightSquared Series C Preferred Interests.

INFORMATION AND INSTRUCTIONS
FOR COMPLETING THE ELECTION FORM

In Item 1 of the Election Form, please indicate (a) the number of Existing LP Preferred
Units that you own or hold and (b) by checking one of the boxes provided therein, either your
acceptance or rejection of the Election. If you choose to accept the Election, you agree to
receive New LightSquared Series A-2 Preferred Interests. If you decline the Election, submit
your Election Form without any box in Item 1 checked, or fail to timely submit your Election
Form, you shall be deemed to have elected to receive New LightSquared Series C Preferred
Interests.

Complete the Election Form by providing all of the information requested. Please deliver
your Election Form by first class mail, hand delivery, overnight courier to:

the Debtors:

LightSquared Inc. Milbank, Tweed, Hadley & McCloy LLP
Attn: General Counsel Matthew S. Barr
10802 Parkridge Boulevard Steven Z. Szanzer
Reston, VA 20191 Karen Gartenberg
One Chase Manhattan Plaza
New York, NY 10005

With a copy to counsel for each of the New Investors at:

Stroock & Stroock & Lavan LLP Simpson Thacher & Bartlett LLP
Kristopher Hansen Sandeep Qusba
Jayme T. Goldstein Elisha D. Graff
180 Maiden Lane 425 Lexington Avenue
New York, NY 10038 New York, NY 10017

2

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Kasowitz, Benson, Torres & Friedman LLP Fried, Frank, Harris, Shriver & Jacobson LLP
David M. Friedman Brad Eric Scheler
Adam L. Shiff Peter B. Siroka
1633 Broadway Aaron S. Rothman
New York, NY 10019 One New York Plaza
New York, NY 10004

The method of delivery of Election Forms to be sent to LightSquared and the New
Investors is at the election and risk of each holder of Existing LP Preferred Units, but, except as
otherwise provided herein, such delivery shall be deemed made only when the executed Election
Form is actually received by LightSquared and each of the New Investors.

PLEASE COMPLETE, SIGN, AND DATE THE ELECTION FORM AND RETURN IT
PROMPTLY.

The Election Form is not a letter of transmittal and may not be used for any purpose other
than making the Election. Accordingly, you should not surrender instruments or certificates
representing or evidencing your Equity Interests, and neither LightSquared nor the New
Investors shall accept delivery of such instruments or certificates surrendered together with an
Election Form.

All Elections are final and may not be withdrawn or revoked without the consent of
LightSquared and each of the New Investors. If multiple Election Forms are received by
LightSquared and the New Investors from the same holder of Existing LP Preferred Units with
respect to the same Existing LP Preferred Units prior to the Election Deadline, the first dated
valid Election Form received by LightSquared shall supersede and override any subsequently
dated Election Form.

Holders of Existing LP Preferred Units must make the Election for all of their Existing
LP Preferred Units. Accordingly, an Election Form that makes the Election for only a portion of
such holder’s Existing LP Preferred Units shall not be deemed a valid Election.

Unless otherwise ordered by the Bankruptcy Court, all questions as to the validity, form,
and eligibility (including time of receipt) of Elections shall be determined by LightSquared and
the New Investors, which determination shall be final and binding.

A person signing an Election Form in its capacity as a trustee, executor, administrator,
guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or
representative capacity must indicate such capacity when signing and, if required or requested by
the applicable holder of Existing LP Preferred Units or its agent, LightSquared, any of the New
Investors, or the Bankruptcy Court, must submit proper evidence to the requesting party
demonstrating its authority to so act on behalf of such holder of Existing LP Preferred Units.

Any defects or irregularities in connection with deliveries of Election Forms must be
cured prior to the Election Deadline or such Elections shall not be deemed
made; provided, however, that LightSquared and the New Investors, subject to contrary order of
the Bankruptcy Court, may waive any defects or irregularities as to any particular Election at any
time, either before or after the Election Deadline.
3

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Neither LightSquared, any of the New Investors, nor any other entity shall (a) be under
any duty to provide notification of defects or irregularities with respect to delivered Election
Forms or (b) incur any liability for failure to provide such notification.

Subject to any contrary order of the Bankruptcy Court, LightSquared and the New
Investors reserve the right to reject any and all Elections not in proper form.

The following shall render Elections invalid: (a) any Election Form that is illegible or
contains insufficient information to permit the identification of the holder of the Existing LP
Preferred Units; (b) any Election Form that contains the Election by a party that does not hold
Existing LP Preferred Units that is entitled to make the Election under the Plan; (c) any unsigned
Election Form; or (d) any Election Form not marked to accept or reject the Election or any
Election Form marked both to accept and reject the Election.

4

Attachment E

FIG’s Fourth Amended and Restated Limited Liability Company Agreement

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1 Definitions 1
Section 1.2 Construction 12

ARTICLE II

ORGANIZATION
Section 2.1 Formation 12
Section 2.2 Name 12
Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 12
Section 2.4 Purposes 12
Section 2.5 Powers 13
Section 2.6 Power of Attorney 13
Section 2.7 Term 14
Section 2.8 Title to Company Assets 14
Section 2.9 Relationship With Fortress Operating Group 15

ARTICLE III

MEMBERS AND SHARES
Section 3.1 Members 19
Section 3.2 Authorization to Issue Shares 20
Section 3.3 Certificates 21
Section 3.4 Record Holders 22
Section 3.5 Registration and Transfer of Shares 22
Section 3.6 Capital Accounts 23
Section 3.7 Splits and Combinations 26

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS
Section 4.1 Allocations for Capital Account Purposes 27
Section 4.2 Allocations for Tax Purposes 30
Section 4.3 Distributions to Record Holders 33

(i)

ARTICLE V

MANAGEMENT AND OPERATION OF BUSINESS
Section 5.1 Power and Authority of Board of Directors 33
Section 5.2 Number, Qualification and Term of Office of Directors 35
Section 5.3 Election of Directors 35
Section 5.4 Removal 36
Section 5.5 Resignations 36
Section 5.6 Vacancies 36
Section 5.7 Nomination of Directors 36
Section 5.8 Chairman of Meetings 37
Section 5.9 Place of Meetings 37
Section 5.10 Regular Meetings 37
Section 5.11 Special Meetings; Notice 37
Section 5.12 Action Without Meeting 37
Section 5.13 Conference Telephone Meetings 38
Section 5.14 Quorum 38
Section 5.15 Committees 38
Section 5.16 Alternate Members of Committees 38
Section 5.17 Minutes of Committees 39
Section 5.18 Remuneration 39
Section 5.19 Exculpation, Indemnification, Advances and Insurance 39
Section 5.20 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 42
Section 5.21 Certificate of Formation 43
Section 5.22 Officers 43
Section 5.23 Duties of Officers and Directors 45
Section 5.24 Outside Activities 46
Section 5.25 Reliance by Third Parties 46
Section 5.26 Acquisitions by FIG LLC 47

ARTICLE VI

BOOKS, RECORDS, ACCOUNTING AND REPORTS
Section 6.1 Records and Accounting 47
Section 6.2 Fiscal Year 47
Section 6.3 Reports 47

ARTICLE VII

TAX MATTERS
Section 7.1 Tax Returns and Information 48
Section 7.2 Tax Elections 48
Section 7.3 Tax Controversies 48

(ii)

Section 7.4 Withholding 48
Section 7.5 Class B Shares 49

ARTICLE VIII

DISSOLUTION AND LIQUIDATION
Section 8.1 Dissolution 49
Section 8.2 Liquidator 49
Section 8.3 Liquidation 50
Section 8.4 Cancellation of Certificate of Formation 51
Section 8.5 Return of Contributions 51
Section 8.6 Waiver of Partition 51
Section 8.7 Capital Account Restoration 51

ARTICLE IX

AMENDMENT OF AGREEMENT
Section 9.1 General 51
Section 9.2 Super-Majority Amendments 51
Section 9.3 Amendments to be Adopted Solely by the Board of Directors 52
Section 9.4 Amendment Requirements 53

ARTICLE X

MERGER, CONSOLIDATION OR CONVERSION
Section 10.1 Authority 54
Section 10.2 Procedure for Merger, Consolidation or Conversion 54
Section 10.3 Approval by Members of Merger, Consolidation or Conversion or Sales of Substantially All of the Company’s Assets 55
Section 10.4 Certificate of Merger or Conversion 56
Section 10.5 Effect of Merger 56
Section 10.6 Corporate Treatment 57

ARTICLE XI

MEMBER MEETINGS
Section 11.1 Member Meetings 57
Section 11.2 Notice of Meetings of Members 58
Section 11.3 Record Date 59
Section 11.4 Adjournment 59
Section 11.5 Waiver of Notice; Approval of Meeting 59
Section 11.6 Quorum; Required Vote for Member Action; Voting for Directors 59
Section 11.7 Conduct of a Meeting; Member Lists 60
Section 11.8 Action Without a Meeting 61

(iii)

Section 11.9 Voting and Other Rights 61
Section 11.10 Proxies and Voting 61
Section 11.11 Notice of Member Business and Nominations 62

ARTICLE XII

GENERAL PROVISIONS
Section 12.1 Addresses and Notices 65
Section 12.2 Further Action 66
Section 12.3 Binding Effect 66
Section 12.4 Integration 66
Section 12.5 Creditors 66
Section 12.6 Waiver 66
Section 12.7 Counterparts 66
Section 12.8 Applicable Law 66
Section 12.9 Invalidity of Provisions 66
Section 12.10 Consent of Members 66
Section 12.11 Facsimile Signatures 66
EXHIBITS
EXHIBIT A – CLASS A SHARE CERTIFICATE
EXHIBIT B – CLASS B SHARE CERTIFICATE

(iv)

FOURTH AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC,
is dated as of August 10, 2009. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

WHEREAS, the Company was formed under the Delaware Act pursuant to a certificate of formation filed with the Secretary of State of the
State of Delaware on November 6, 2006, and a Limited Liability Company Agreement of Fortress Investment Group LLC, dated as of November 6,
2006 (the “Original LLC Agreement”);

WHEREAS, the Original LLC Agreement was amended and restated pursuant to an Amended and Restated Limited Liability Company
Agreement of Fortress Investment Group Holdings LLC, dated as of January 17, 2007 (the “First A&R LLC Agreement”);

WHEREAS, the name of the Company was changed from “Fortress Investment Group Holdings LLC” to “Fortress Investment Group LLC”
pursuant to an amendment to the Certificate of Formation filed with the Secretary of State of the State of Delaware on February 1, 2007;

WHEREAS, the First A&R LLC Agreement was amended and restated pursuant to a Second Amended and Restated Limited Liability
Company Agreement of Fortress Investment Group LLC, dated as of February 1, 2007 (the “Second A&R LLC Agreement”);

WHEREAS, the Second A&R LLC Agreement was amended and restated pursuant to a Third Amended and Restated Limited Liability
Company Agreement of Fortress Investment Group LLC, dated as of February 1, 2007 (the “Third A&R LLC Agreement”); and

WHEREAS, the Board of Directors of the Company have authorized and approved an amendment and restatement of the Third A&R LLC
Agreement on the terms set forth herein.

NOW THEREFORE, the limited liability company agreement of the Company is hereby amended and restated to read in its entirety as
follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to
the terms used in this Agreement.

“Additional Member” means a Person admitted as a Member of the Company in accordance with Article III as a result of an issuance of
Shares to such Person by the Company.

1

“Adjusted Capital Account” means the Capital Account maintained for each Member as of the end of each fiscal year of the Company,
(a) increased by any amounts that such Member is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c)
(or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses
and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Member in subsequent years under
Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the
end of such fiscal year, are reasonably expected to be made to such Member in subsequent years in accordance with the terms of this Agreement
or otherwise to the extent they exceed offsetting increases to such Member’s Capital Account that are reasonably expected to occur during (or
prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback
pursuant to Section 4.1(d)(i) or Section 4.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions
of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Member in
respect of a Share shall be the amount that such Adjusted Capital Account would be if such Share were the only interest in the Company held by
such Member from and after the date on which such Share was first issued.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Section 3.6(d)(i) or Section 3.6(d)(ii).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with the Person in question. As used herein, the term “Control” means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by
contract or otherwise.

“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the
provisions of Section 4.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“Agreed Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution
as determined by the Board of Directors, without taking into account any liabilities to which such Contributed Property was subject at such time.
The Board of Directors shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties
contributed to the Company in a single or integrated transaction among each separate property on a basis proportional to the fair market value of
each Contributed Property.

“Agreement” means this Fourth Amended and Restated Limited Liability Company Agreement of Fortress Investment Group LLC, as it may
be amended, supplemented or restated from time to time.

“Board of Directors” has the meaning assigned to such term in Section 5.1.

2

“Book-Tax Disparity” means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax
purposes as of such date.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the
United States of America or the State of New York shall not be regarded as a Business Day.

“Capital Account” means the capital account maintained for a Member pursuant to Section 3.6. The “Capital Account” of a Member in
respect of a Share shall be the amount that such Capital Account would be if such Share were the only interest in the Company held by such
Member from and after the date on which such Share was first issued.

“Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Member contributes to the
Company pursuant to this Agreement.

“Carrying Value” means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all
depreciation, amortization and cost recovery deductions charged to the Members’ Capital Accounts in respect of such Contributed Property, and
(b) with respect to any other Company property, the adjusted basis of such property for federal income tax purposes, all as of the time of
determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Section 3.6(d)(i) and Section 3.6(d)(ii) and
to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Company properties, as deemed
appropriate by the Board of Directors.

“Certificate” means a certificate (i) substantially in the form of Exhibit A or Exhibit B to this Agreement, (ii) in global form in accordance with
the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the Board of Directors, issued by the Company
evidencing ownership of one or more Shares.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as
referenced in Section 5.21, as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Chairman of the Board” has the meaning assigned to such term in Section 5.1.

“Class A Share” means a Share in the Company designated as a “Class A Share.”

“Class A Unit” means a unit of equity interest in a Fortress Operating Group Entity denominated as a “Class A Common Unit,” and may
consist of interests in a limited partnership, limited liability company or other entity.

“ Class B Share” means a Share in the Company designated as a “Class B Share.”

“Class B Unit” means a unit of equity interest in a Fortress Operating Group Entity denominated as a “Class B Common Unit,” and may
consist of interests in a limited partnership, limited liability company or other entity.

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“Closing Date” means the first date on which Class A Shares are delivered by the Company to the Underwriters pursuant to the provisions
of the Underwriting Agreement.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or
sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Commission” means the United States Securities and Exchange Commission.

“Common Shares” means any Shares that are not Preferred Shares, and for the avoidance of doubt includes Class A Shares and Class B
Shares.

“Company” means Fortress Investment Group LLC, a Delaware limited liability company, and any successors thereto.

“Company Convertible Securities” shall have the meaning set forth in Section 2.9(e)

“Company Exercisable Securities” shall have the meaning set forth in Section 2.9(e)

“Company Fund” means, collectively, all Funds (i) sponsored or promoted by any of the Subsidiaries of the Company, (ii) for which any of
the Subsidiaries of the Company acts as a general partner or managing member (or in a similar capacity) or (iii) for which any of the Subsidiaries of
the Company acts as an investment adviser or investment manager (other than (x) any Fund that is sub-advised by the Subsidiaries of the
Company (or for which the Subsidiaries of the Company have primary investment responsibility over only a minority of the investment portfolio
and/or are not primarily responsible for periodic reporting and filings) and for which an unaffiliated third-party acts as the promoter and sponsor,
(y) any entity which is a Subsidiary of a Company Fund and (z) any securitization vehicle used by a Company Fund for financing purposes, such
as a collateralized debt obligation entity, for which a Subsidiary of the Company acts in either of the capacities identified in clauses (i) or (ii) above
or this clause (iii)).

“Company Group” means the Company and each Subsidiary of the Company.

“Company Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).

“Conflicts Committee” means a committee of the Board of Directors composed of a majority of Independent Directors who are not
(a) officers or employees of the Company or any Subsidiary of the Company, (b) directors, officers or employees of any Affiliate of the Company or
its Subsidiaries or (c) holders of any ownership interest in the Company Group other than Shares; provided, however, for purposes of clause (c) of
this definition, “Company Group” shall not be deemed to include any Company Fund or any Subsidiary of any Company Fund.

“Consent of Principals“ shall mean the prior written consent of Principals who own a majority of the Outstanding Class B Shares then
owned by all Principals. For purposes of this definition, a Class B Share shall be deemed to be owned by its Record Holder, except that, if the
Record Holder of any Class B Share is a Permitted Transferee of a Principal, such Principal shall be deemed the Record Holder of such Class B
Share.

4

“Contributed Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash,
contributed to the Company. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 3.6(d), such property shall no
longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

“Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 4.1(d)
(ix).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, supplemented or restated
from time to time, and any successor to such statute.

“Depositary” means, with respect to any Shares issued in global form, The Depository Trust Company and its successors and permitted
assigns.

“DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated
from time to time, and any successor to such statute.

“Director” means a member of the Board of Directors of the Company.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“Equity Proceeds” shall have the meaning set forth in Section 2.9.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to
such statute, and the rules and regulations promulgated thereunder.

“Exchange Agreement” means one or more exchange agreements providing for the exchange of limited partnership interests (or other
securities) issued by certain entities that are Controlled by either FIG or FIG LLC and corresponding Class B Shares for Class A Shares, as
contemplated by the Registration Statement.

“FIG” means FIG Corp., a Delaware corporation.

“FIG LLC” means FIG Asset Co. LLC, a Delaware limited liability company.

“Fortress Operating Group” means the Persons directly Controlled by FIG or FIG LLC.

“Fortress Operating Group Entity” shall mean any Person that is included in the Fortress Operating Group and shall mean any Operating
Entity or Principal Entity.

“Fund” means any collective investment vehicle (whether open-ended or closed-ended) including, without limitation, an investment
company, a general and limited partnership, a trust and a company organized in any jurisdiction.

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“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board,
bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Group Member” means a member of the Company Group.

“Group Member Agreement” means the partnership agreement of any Group Member that is a limited or general partnership, the limited
liability company agreement of any Group Member, other than the Company, that is a limited liability company, the certificate of incorporation and
bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document
of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person
other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or
restated from time to time.

“Indemnified Person” means (a) any Person who is or was a Director, Officer or tax matters partner of the Company, (b) any Person who is or
was serving at the request of the Company as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another
Person (including any Subsidiary); provided, that a Person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis,
trustee, fiduciary or custodial services, and (c) any Person the Board of Directors designates as an “Indemnified Person” for purposes of this
Agreement.

“Independent Director” means a Director who meets the then current independence and other standards required of audit committee
members established by the Exchange Act and the rules and regulations of the Commission thereunder and by each National Securities Exchange
on which Shares are listed for trading.

“Initial Members” means the Principals.

“Initial Shares” means the Class A Shares to be sold in the IPO.

“Investor” means Nomura Investment Managers U.S.A., Inc., a Japanese corporation.

“Investor Shareholder Agreement” means the Shareholder Agreement, dated as of the date hereof, by and between Investor and the
Company.

“IPO” means the initial offering and sale of Class A Shares to the public, as described in the Registration Statement.

“Liquidation Date” means the date on which an event giving rise to the dissolution of the Company occurs.

“Liquidator” means one or more Persons selected by the Board of Directors to perform the functions described in Section 8.2 as liquidating
trustee of the Company within the meaning of the Delaware Act.

6

“Member” means each member of the Company, including, unless the context otherwise requires, each Initial Member, Investor, each
Substitute Member, and each Additional Member.

“Member Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Member
Nonrecourse Debt.

“Merger Agreement” has the meaning assigned to such term in Section 10.1.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act, or the
NASDAQ National Market or any successor thereto.

“Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either
assumed by the Company upon such contribution or to which such property is subject when contributed, and (b) in the case of any property
distributed to a Member by the Company, the Company’s Carrying Value of such property (as adjusted pursuant to Section 3.6(d)(ii)) at the time
such property is distributed, reduced by any indebtedness either assumed by such Member upon such distribution or to which such property is
subject at the time of distribution, in either case, as determined under Section 752 of the Code.

“Net Income” means, for any taxable year, the excess, if any, of the Company’s items of income and gain for such taxable year over the
Company’s items of loss and deduction for such taxable year. The items included in the calculation of Net Income shall be determined in
accordance with Section 3.6(b) and shall not include any items specially allocated under Section 4.1(d).

“Net Loss” means, for any taxable year, the excess, if any, of the Company’s items of loss and deduction for such taxable year over the
Company’s items of income and gain for such taxable year. The items included in the calculation of Net Loss shall be determined in accordance
with Section 3.6(b) and shall not include any items specially allocated under Section 4.1(d).

“Nonrecourse Built-in Gain” means, with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or
pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Members pursuant to Section 4.2(b)(i)(A),
Section 4.2(b)(ii)(A) and Section 4.2(b)(iii) if such properties were disposed of in a taxable transaction in full satisfaction of such Nonrecourse
Liabilities and for no other consideration.

“Nonrecourse Deductions” means any and all items of loss, deduction, or expenditure (including any expenditure described in Section 705(a)
(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

7

“Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“Officers” has the meaning assigned to such term in Section 5.22(a).

“Operating Entities” means the Persons directly Controlled by FIG.

“Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the Company or any of its Affiliates) acceptable to
the Board of Directors.

“Option Closing Date” means the date or dates on which any Class A Shares are sold by the Company to the Underwriters upon exercise of
the Over-Allotment Option.

“Outstanding” means, with respect to Shares, all Shares that are issued by the Company and reflected as outstanding on the Company’s
books and records as of the date of determination.

“Over-Allotment Option” means the over-allotment option granted to the Underwriters by the Company pursuant to the Underwriting
Agreement.

“Percentage Interest” means, as of any date of determination, (i) as to any Class A Shares, the product obtained by multiplying (a) 100%
less the percentage applicable to the Shares referred to in clause (iii) by (b) the quotient obtained by dividing (x) the number of such Class A
Shares by (y) the total number of all Outstanding Class A Shares, (ii) as to any Class B Shares, 0%, and (iii) as to any other Shares, the percentage
established for such Shares by the Board of Directors as a part of the issuance of such Shares.

“Permitted Transferee” shall mean, with respect to each Principal and his Permitted Transferees (a) such Principal’s spouse, (b) a lineal
descendant of such Principal’s maternal or paternal grandparents, the spouse of any such descendant or a lineal descendant of any such spouse,
(c) a Charitable Institution (as defined below), (d) a trustee of a trust (whether inter vivos or testamentary), the current beneficiaries and
presumptive remaindermen of which are one or more of such Principal and Persons described in clauses (a) through (c) of this definition, (e) a
corporation, limited liability company or partnership, of which all of the outstanding shares of capital stock or interests therein are owned by one
or more of such Principal and Persons described in clauses (a) through (d) of this definition; provided, however, that any subsequent transfer of
any portion of the ownership of the entity such that it is owned in any part by a Person other than a Principal and/or a Person described in clauses
(a) through (d) of this definition, will not be deemed to be to a transfer to a Permitted Transferee, (f) an individual mandated under a qualified
domestic relations order, (g) a legal or personal representative of such Principal in the event of his death or Disability (as defined below), (h) any
other Principal with respect to transactions contemplated by the Principals Agreement, (i) any other Principal who is then employed by the
Company or any of its Affiliates or any Permitted Transferee of such Principal in respect to any transaction not contemplated by the Principals
Agreement, and (j) in the case of Mr. Novogratz, MN1 LLC, a Delaware limited liability company. For purpose of this definition: (i) “lineal
descendants” shall not include individuals adopted after attaining the age of 18 years and such adopted Person’s

8

$descendants; (ii) “Charitable Institution” shall refer to an organization described in section 501(c)(3) of the Code (or any corresponding provision of a future United State Internal Revenue law) which is exempt from income taxation under section 501(a) thereof; (iii) “presumptive remaindermen” shall refer to those Persons entitled to a share of a trust’s assets if it were then to terminate; and (iv) “Disability” shall refer to any physical or mental incapacity which prevents a Principal from carrying out all or substantially all of his duties under his employment agreement with the Company in such capacity for any period of one hundred twenty (120) consecutive days or any aggregate period of six (6) months in any 12-month period, as determined by a majority of the members of the Board, including a majority of the Principals who are then members of the Board (but for the sake of clarity not including the Principal in respect of which the determination is being made). “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity. “Plan of Conversion” has the meaning assigned to such term in Section 10.1. “Preferred Shares” means a class of Shares that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other class of Shares in (i) the right to share profits or losses or items thereof, (ii) the right to share in Company distributions, or (iii) rights upon dissolution or liquidation of the Company. “Prime Rate” means the prime rate of interest as quoted from time to time by The Wall Street Journal or another source reasonably selected by the Company. “Principal Entities” means the Persons directly Controlled by FIG LLC. “Principal Entities Portion” means, with respect to any Equity Proceeds, a portion of such Equity Proceeds determined by multiplying such Equity Proceeds by a fraction that is equal to the ratio of (i) the aggregate equity value of the Principal Entities at the time such Equity Proceeds are received, to (ii) the aggregate equity value of the Fortress Operating Group Entities at such time, in each case, as determined by the Board of Directors. “Principals” means Peter Briger, Jr., Wesley Edens, Robert Kauffman, Randal Nardone and Michael Novogratz. “Principals Agreement” means the Agreement Among Principals, expected to be entered into by and among the Principals in connection with the IPO. “Quarter” means, unless the context requires otherwise, a fiscal quarter, or, with respect to the first fiscal quarter after the Closing Date, the portion of such fiscal quarter after the Closing Date, of the Company. “Recapture Income” means any gain recognized by the Company (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Company, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset. 9$

“Record Date” means the date established by the Company for determining (a) the identity of the Record Holders entitled to notice of, or to
vote at, any meeting of Members or entitled to exercise rights in respect of any lawful action of Members or (b) the identity of Record Holders
entitled to receive any report or distribution or to participate in any offer.

“Record Holder” or “holder” means (a) with respect to any Class A Shares, the Person in whose name such Shares are registered on the
books of the Transfer Agent as of the opening of business on a particular Business Day, and (b) with respect to any Shares of any other class, the
Person in whose name such Shares are registered on the books that the Company has caused to be kept as of the opening of business on such
Business Day.

“Registration Statement” means the Registration Statement on Form S-1 (Registration No. 333-138514) as it has been or as it may be
amended or supplemented from time to time, filed by the Company with the Commission under the Securities Act to register the offering and sale of
the Class A Shares in the IPO.

“Required Allocations” means (a) any limitation imposed on any allocation of Net Losses under Section 4.1(b) and (b) any allocation of an
item of income, gain, loss or deduction pursuant to Sections 4.1(d)(i), 4.1(d)(ii), 4.1(d)(iii), 4.1(d)(vi) or 4.1(d)(viii).

“Residual Gain” or “Residual Loss” means any item of gain or loss, as the case may be, of the Company recognized for federal income tax
purposes resulting from a sale, exchange or other disposition of a Contributed Property or Adjusted Property, to the extent such item of gain or
loss is not allocated pursuant to Section 4.2(b)(i)(A) or Section 4.2(b)(ii)(A), respectively, to eliminate Book-Tax Disparities.

“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such
statute, and the rules and regulations promulgated thereunder.

“Share” means a share issued by the Company that evidences a Member’s rights, powers and duties with respect to the Company pursuant
to this Agreement and the Delaware Act. Shares may be Common Shares or Preferred Shares, and may be issued in different classes or series.

“Share Designation” has the meaning assigned to such term in Section 3.2(c).

“Share Majority” means a majority of the total votes that may be cast in the election of Directors by holders of all Outstanding Voting
Shares.

“Shareholders Agreement” means the Shareholders Agreement expected to be entered into by and among the Principals and the Company
in connection with the IPO.

“Solicitation Notice” has the meaning assigned to such term in Section 11.11(c).

“Special Approval” means, with respect to any transaction, activity, arrangement or circumstance, that (i) it has been specifically approved
by a majority of the members of the Conflicts Committee acting in good faith, or (ii) it complies with any rules or guidelines established by the
Conflicts Committee with respect to categories of transactions, activities, arrangements or circumstances that are deemed approved by the
Conflicts Committee.

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“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns or
otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or
managing member or similar interest of such Person.

“Substitute Member” means a Person who is admitted as a Member of the Company pursuant to Section 3.5(d) as a result of a transfer of
Shares to such Person.

“Surviving Business Entity” has the meaning assigned to such term in Section 10.2(b).

“Tax Matters Partner” means the “tax matters partner” as defined in the Code.

“transfer” means, with respect to a Share, a transaction by which the Record Holder of a Share assigns such Share to another Person who is
or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon
foreclosure of any pledge, encumbrance, hypothecation or mortgage.

“Transfer Agent” means, with respect to any class of Shares, such bank, trust company or other Person (including the Company or one of
its Affiliates) as shall be appointed from time to time by the Company to act as registrar and transfer agent for such class of Shares; provided that
if no Transfer Agent is specifically designated for such class of Shares, the Company shall act in such capacity.

“Trust” has the meaning assigned to such term in Section 10.3(g).

“Underwriter” means each Person named as an underwriter in the Underwriting Agreement who is obligated to purchase Class A Shares
pursuant thereto.

“Underwriting Agreement” means the Underwriting Agreement expected to be entered into by the Company providing for the sale of
Class A Shares in the IPO.

“Unrealized Gain” attributable to any item of Company property means, as of any date of determination, the excess, if any, of (a) the fair
market value of such property as of such date (as determined under Section 3.6(d)) over (b) the Carrying Value of such property as of such date
(prior to any adjustment to be made pursuant to Section 3.6(d) as of such date).

“Unrealized Loss” attributable to any item of Company property means, as of any date of determination, the excess, if any, of (a) the
Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 3.6(d) as of such date) over (b) the fair
market value of such property as of such date (as determined under Section 3.6(d)).

“U.S. GAAP” means United States generally accepted accounting principles consistently applied.

11

“Voting Shares” means the Class A Shares, the Class B Shares and any other class of Shares issued after the date of this Agreement that
entitles the Record Holder thereof to vote on any matter submitted for consent or approval of Members under this Agreement.

Section 1.2 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa;
(b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the term “include” or “includes” means includes,
without limitation, and “including” means including, without limitation.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The Company has been formed as a limited liability company pursuant to the provisions of the Delaware Act.
Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the
Members and the administration, dissolution and termination of the Company shall be governed by the Delaware Act. All Shares shall constitute
personal property of the owner thereof for all purposes and a Member has no interest in specific Company property.

Section 2.2 Name. The name of the Company shall be “Fortress Investment Group LLC.” The Company’s business may be conducted
under any other name or names, as determined by the Board of Directors. The words “Limited Liability Company,” “LLC,” or similar words or
letters shall be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires.
The Board of Directors may change the name of the Company at any time and from time to time and shall notify the Members of such change in the
next regular communication to the Members.

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the Board of Directors,
the registered office of the Company in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be The
Corporation Trust Company. The principal office of the Company shall be located at 1345 Avenue of the Americas, 46th floor, New York, New York
10105 or such other place as the Board of Directors may from time to time designate by notice to the Members. The Company may maintain offices
at such other place or places within or outside the State of Delaware as the Board of Directors determines to be necessary or appropriate.

Section 2.4 Purposes. The purposes of the Company shall be to (a) promote, conduct or engage in, directly or indirectly, any business,
purpose or activity that lawfully may be conducted by a limited liability company organized pursuant to the Delaware Act, (b) acquire, hold and
dispose of interests in any corporation, partnership, joint venture, limited liability company or other entity, including FIG LLC and FIG, and, in
connection therewith, to exercise all

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of the rights and powers conferred upon the Company with respect to its interests therein, and (c) conduct any and all activities related or
incidental to the foregoing purposes; provided, however, that, except pursuant to Section 10.6, the Company shall not engage, directly or
indirectly, in any business activity that the Board of Directors determines would cause the Company to be treated as an association taxable as a
corporation or otherwise taxable as an entity for federal income tax purposes.

Section 2.5 Powers. The Company shall be empowered to do any and all acts and things necessary and appropriate for the furtherance
and accomplishment of the purposes described in Section 2.4, subject to the limitations set forth in Section 2.9.

Section 2.6 Power of Attorney. Each Member hereby constitutes and appoints each of the Chief Executive Officer, each Principal, each
President and the Secretary and, if a Liquidator shall have been selected pursuant to Section 8.2, the Liquidator (and any successor to the
Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be,
with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead, to:

(a) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices:
(i) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all
amendments or restatements hereof or thereof) that the Chief Executive Officer, a Principal, a President, the Secretary or the Liquidator
determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability
company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property;
(ii) all certificates, documents and other instruments that the Chief Executive Officer, a Principal, a President, the
Secretary or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change,
modification or restatement of this Agreement;
(iii) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the
Board of Directors or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation and termination of the
Company pursuant to the terms of this Agreement;
(iv) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of
any Member pursuant to, or other events described in, Articles III or VIII;
(v) all certificates, documents and other instruments relating to the determination of the rights, preferences and
privileges of any class of Shares issued pursuant to Section 3.2; and

13

(vi) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a
merger, consolidation or conversion of the Company pursuant to Article X.

(b) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and
other instruments that the Board of Directors or the Liquidator determines to be necessary or appropriate to (i) make, evidence, give, confirm or
ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of
this Agreement or (ii) effectuate the terms or intent of this Agreement; provided, that when required by Section 9.2 or any other provision of this
Agreement that establishes a percentage of the Members or of the Members of any class or series required to take any action, the Chief Executive
Officer, a Principal, a President, the Secretary or the Liquidator may exercise the power of attorney made in this Section 2.6(b) only after the
necessary vote, consent, approval, agreement or other action of the Members or of the Members of such class or series, as applicable.

Nothing contained in this Section 2.6 shall be construed as authorizing the Chief Executive Officer, a Principal, a President, the Secretary or
the Liquidator to amend, change or modify this Agreement except in accordance with Article IX or as may be otherwise expressly provided for in
this Agreement.

(c) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall
survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution,
bankruptcy or termination of any Member and the transfer of all or any portion of such Member’s Shares and shall extend to such Member’s heirs,
successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Chief
Executive Officer, a Principal, a President, the Secretary or the Liquidator, acting in good faith pursuant to such power of attorney; and each such
Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the
action of the Chief Executive Officer, a Principal, a President, the Secretary or the Liquidator, taken in good faith under such power of attorney in
accordance with Section 2.6. Each Member shall execute and deliver to the Chief Executive Officer, a Principal, a President, the Secretary or the
Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such
Officers or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

Section 2.7 Term. The Company’s term shall be perpetual, unless and until it is dissolved in accordance with the provisions of Article
VIII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the
Delaware Act.

Section 2.8 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall
be deemed to be owned by the Company as an entity, and no Member, Director or Officer, individually or collectively, shall have any ownership
interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one
or more nominees, as the Board

14

of Directors may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the
name in which record title to such Company assets is held.

Section 2.9 Relationship With Fortress Operating Group. Unless the Company receives the Consent of Principals:

(a) The Company and its Subsidiaries (other than the Fortress Operating Group and its Subsidiaries) shall not, directly or
indirectly, enter into or conduct any business, or hold any assets other than (i) business conducted and assets held by the Fortress Operating
Group and its Subsidiaries, (ii) the ownership, acquisition and disposition of equity interests in Subsidiaries of the Company, (iii) the management
of the business of the Fortress Operating Group, either directly or through Subsidiaries, (iv) making loans and incurring indebtedness that is not
prohibited under this Section 2.9, (v) the offering, sale, syndication, private placement or public offering of shares, bonds, securities or other
interests in compliance with this Section 2.9, (vi) subject to Section 2.9(b), any financing or refinancing of any type related to the Fortress
Operating Group, its Subsidiaries or any of their assets or activities, (vii) any activity or transaction contemplated by the Investor Shareholder
Agreement, the Shareholders Agreement or the Exchange Agreement, and (viii) such activities as are incidental to the foregoing.

(b) The Company and its Subsidiaries (other than the Fortress Operating Group and its Subsidiaries) shall not incur or
guarantee any indebtedness other than (i) indebtedness incurred in connection with an exchange under the Exchange Agreement, and
(ii) indebtedness to the Company or any of its Subsidiaries.

(c) The Company and its Subsidiaries (other than the Fortress Operating Group and its Subsidiaries) shall not own any assets
or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Fortress Operating Group)
other than equity interests in Subsidiaries permitted under this Section 2.9, loans, debt securities or other evidence of indebtedness permitted
under this Section 2.9, and such cash and cash equivalents, bank accounts or similar instruments or accounts as the Board of Directors deems
reasonably necessary for the Company and its Subsidiaries to pay their expenses and other liabilities, and carry out their respective
responsibilities contemplated under this Agreement.

(d) The Company shall, directly or indirectly through any combination of direct or indirect wholly owned Subsidiaries, maintain
at all times ownership of 100% of the outstanding equity interests in FIG and FIG LLC. The Company and its Subsidiaries shall cause FIG and FIG
LLC to maintain at all times ownership of, and control the voting of, all outstanding Class A Units in the Fortress Operating Group Entities, and
shall not permit any Person (other than FIG, FIG LLC or another direct or indirect wholly owned Subsidiary of the Company) to possess or exercise
a right or ability to remove, replace, appoint or elect the general partner of any Fortress Operating Group Entity. The Company and its Subsidiaries
(other than the Fortress Operating Group and its Subsidiaries), including FIG and FIG LLC, shall not own any interest in any Person other than
(i) the Fortress Operating Group Entities or (ii) a wholly owned Subsidiary that, directly or indirectly through other wholly owned Subsidiaries,
owns an interest in the Fortress Operating Group Entities.

15

(e) If the Company issues any equity securities, including, without limitation, Shares, options, rights, warrants or other
securities exercisable to purchase Shares or other equity securities of the Company (“Company Exercisable Securities”) or securities convertible
into or exchangeable for Shares or other equity securities of the Company (“Company Convertible Securities”), after the date of this Agreement:
(i) The Company shall immediately (x) contribute to FIG LLC a portion of any cash proceeds, assets or other
consideration received from the issuance of such securities, if any, and from the exercise of any Company Exercisable Securities, if any, but
excluding any Company Convertible Securities surrendered for conversion or exchange (collectively, the “Equity Proceeds”), at least equal
to the Principal Entities Portion, and (y) contribute to FIG the remaining portion of such Equity Proceeds;
(ii) The Company and its Subsidiaries shall cause FIG LLC to immediately (x) contribute to the Principal Entities
(allocated among them in accordance with their relative equity values at the time, as reasonably determined by the Board of Directors) the
Principal Entities Portion of the Equity Proceeds received by FIG LLC, and (y) loan to FIG the remaining portion (if any) of the Equity
Proceeds received by FIG LLC;
(iii) The Company and its Subsidiaries shall cause FIG to immediately contribute to the Operating Entities (x) the
portion of the Equity Proceeds received by FIG, and (y) the portion of the Equity Proceeds loaned to FIG by FIG LLC (allocated among the
Operating Entities in accordance with their relative equity values at the time, as reasonably determined by the Board of Directors);
(iv) The Company and its Subsidiaries shall cause each Fortress Operating Group Entity to issue to FIG and FIG LLC,
in exchange for the portion of the Equity Proceeds contributed to them, if any (it being understood that such issuance shall occur even if
there are no Equity Proceeds), (x) in the case of an issuance of Class A Shares, a number of Class A Units equal to the number of Class A
Shares issued, and (y) in the case of an issuance of any other equity securities by the Company, a new class or series of units or other equity
securities with designations, preferences and other rights, terms and provisions that are substantially the same as those of such other equity
securities issued by the Company (with any dollar amounts adjusted to reflect the portion of the total amount of cash proceeds, assets or
other consideration received by the Company that is contributed to the such Fortress Operating Group Entity) equal in number to the
number of such other equity securities issued by the Company;
(v) If the Company issues any Company Exercisable Securities, then upon the exercise of any such Company
Exercisable Securities, the Company shall cause FIG and FIG LLC to exercise an equal number of the equivalent equity securities that were
issued by each of the Fortress Operating Group Entities to FIG or FIG LLC in connection with the original issuance of such Company
Exercisable Securities (on the same basis);

16

$(vi) If the Company issues any Company Convertible Securities, then upon the conversion or exchange of such Company Convertible Securities, the Company shall cause FIG and FIG LLC to convert or exchange (as the case may be) an equal number of the equivalent equity securities that were issued by each of the Fortress Operating Group Entities to FIG or FIG LLC in connection with the original issuance of such Company Convertible Securities (on the same basis); (vii) If the Company issues any equity securities that are subject to vesting or forfeiture provisions, then the equivalent equity securities that are issued by the Fortress Operating Group Entities to FIG and FIG LLC in connection with the issuance of such Company equity securities shall be subject to vesting or forfeiture on the same basis, and if any of the Company equity securities vest or are forfeited, an equal number of the equivalent equity securities issued by each of the Fortress Operating Group Entities shall automatically vest or be forfeited; and (viii) If the Company issues any equity securities that, in accordance with their terms, are subject to redemption, then upon the redemption of such Company equity securities, the Company shall cause each of the Fortress Operating Group Entities to redeem an equal number of the equivalent equity securities that were issued to FIG or FIG LLC in connection with the original issuance of such Company equity securities (on the same basis). (f) The Company and its Subsidiaries (other than a Fortress Operating Group Entity or one of its Subsidiaries) shall not contribute cash or other assets to the Fortress Operating Group Entities that are not Equity Proceeds; provided, however, that if the Consent of Principals has been obtained with respect to such a contribution, unless such Consent of Principals specifies an alternative structure, (i) such contribution shall be made concurrently with a contribution to each of the other Fortress Operating Group Entities in accordance with Section 2.9 (h), (ii) in lieu of the Fortress Operating Group Entities issuing any equity securities in exchange for such contribution, the Company and its Subsidiaries shall cause each of such Fortress Operating Group Entities to concurrently effect a combination of their outstanding Class B Units such that, after giving effect to such combination, the aggregate number of outstanding Class B Units is equal to the product of (1) the number of Class B Units outstanding immediately prior to giving effect to such combination and (2) a fraction, (x) the numerator of which is the number of Class A Units that such Fortress Operating Group Entity has outstanding immediately prior to such contribution, and (y) the denominator of which is the sum of (1) the number of Class A Units outstanding immediately prior to such contribution, and (2) a number of Class A Units that have an aggregate value equal to the aggregate value of the cash or other assets contributed, and (iii) concurrently with the combination of Class B Units described in clause (ii), the Company shall effect a combination of Class B Shares in the same ratio as such combination of Class B Units; provided, further, that, for purposes of determining the value of Class A Units, the aggregate value of one Class A Unit in each of the Fortress Operating Group Entities shall be deemed to equal the 17$

fair market value of a Class A Share on the date of such contribution, which shall be (i) the closing price of a Class A Share on the New York Stock
Exchange on the trading day immediately prior to the date of such contribution, or (ii) if the Board of Directors determines otherwise, another value
reasonably determined by the Board of Directors.

(g) Except as provided in Section 2.9(f), (i) the Company shall not (w) effect a split or subdivision of its Class A Shares or Class
B Shares, (x) effect a reverse share split or combination of its Class A Shares or Class B Shares, (y) make a pro rata distribution of its Class A
Shares or Class B Shares to the respective holders of such class of shares, or (z) effect any other recapitalization or reclassification of its Class A
Shares or Class B Shares, and (ii) the Company shall not permit any Fortress Operating Group Entity to (w) effect a split or subdivision of its
Class A Units or Class B Units, (x) effect a reverse share split or combination of its Class A Units or Class B Units, (y) make a pro rata distribution
of its Class A Units or Class B Units to the respective holders of such class of units, or (z) effect any other recapitalization or reclassification of its
Class A Units or Class B Units, unless, in each case, similar transactions are effected concurrently with respect to both the Class A Shares and
Class B Shares of the Company, and the Class A Units and Class B Units of each Fortress Operating Group Entity such that, after giving effect to
such transactions, (1) the ratio of outstanding Class A Shares to outstanding Class B Shares is maintained, (2) the ratio of outstanding Class A
Units to outstanding Class B Units is maintained for each Fortress Operating Group Entity, (3) the Company has the same number of Class A
Shares outstanding as each Fortress Operating Group Entity has Class A Units outstanding, and (4) the Company has the same number of Class B
Shares outstanding as each Fortress Operating Group Entity has Class B Units outstanding.

(h) The Company and its Subsidiaries (excluding the Fortress Operating Group Entities and their Subsidiaries) shall not make
any capital contribution to any Fortress Operating Group Entity unless a capital contribution is concurrently made to all of the Fortress Operating
Group Entities and the value of the capital contributions to all Fortress Operating Group Entities are proportional to their relative equity values at
the time, as reasonably determined by the Board of Directors; provided, however, that the contribution to each Fortress Operating Group Entity
may consist of a different type of asset.

(i) The Company shall not permit any Fortress Operating Group Entity to issue any equity securities to the Company or any of
its Subsidiaries (excluding the Fortress Operating Group Entities and their Subsidiaries) unless each other Fortress Operating Group Entity
concurrently issues to the Company and its Subsidiaries (excluding the Fortress Operating Group Entities and their Subsidiaries) equity securities
that are equal in number to, and have substantially the same terms and provisions as, the equity securities issued by such Fortress Operating
Group Entity. Nothing in this Section shall preclude the issuance of units by any Fortress Operating Group Entity or its Subsidiary to another
Fortress Operating Group Entity or its Subsidiary in exchange for cash or other assets.

(j) The Company shall cause the Fortress Operating Group Entities to establish record dates for the payment of distributions
that coincide with the Record Dates for distributions paid by the Company or, if a record date is not established for the payment of distributions
by a Fortress Operating Group Entity, the Company shall cause such Fortress Operating Group Entity to pay distributions on the Record Date for
distributions paid by the Company.

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(k) If, as a result of an exchange pursuant to the Exchange Agreement, the Company or any of its Subsidiaries acquires any
Class B Units issued by the Fortress Operating Group Entities, the Company and its Subsidiaries shall cause all such Class B Units to be
converted into an equal number of Class A Units issued by the Fortress Operating Group Entities.

(l) The Company shall not permit the Fortress Operating Group Entities to repurchase or redeem any equity securities from the
Company or any of its Subsidiaries (excluding the Fortress Operating Group Entities and their Subsidiaries) except pursuant to Section 2.9(e)(viii).

ARTICLE III

MEMBERS AND SHARES

Section 3.1 Members.

(a) A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases
or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Article IV hereof. A
Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member without
acquiring a Share.

(b) The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such
purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to
time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable).

(c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally
for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

(d) Subject to Articles X and XI, Members may not be expelled from or removed as Members of the Company. Members shall
not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such
Shares, such transferring Member shall cease to be a member of the Company with respect to the Shares so transferred.

(e) Except to the extent expressly provided in this Agreement (including any Share Designation): (i) no Member shall be entitled
to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon
dissolution of the Company may be considered as such by law and then only to the extent

19

provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to
profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such,
shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to
sign documents for or otherwise bind the Company by reason of being a Member.

(f) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those
relating to the Company, including business interests and activities in direct competition with the Company Group. Neither the Company nor any
of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Section 3.2 Authorization to Issue Shares.

(a) The Company may issue Shares, and options, rights, warrants and appreciation rights relating to Shares, for any Company
purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful
consideration) or for no consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any
Members, notwithstanding any provision of Sections 7.1 or 7.2. Each Share shall have the rights and be governed by the provisions set forth in
this Agreement (including any Share Designation). Except to the extent expressly provided in this Agreement (including any Share Designation),
no Shares shall entitle any Member to any preemptive, preferential, or similar rights with respect to the issuance of Shares.

(b) As of the date of this Agreement, two classes of Shares have been designated: Class A Shares and Class B Shares. As of
the date of this Agreement, the Initial Members and their Permitted Transferees hold an aggregate of 312,071,550 Class B Shares, and the Investor
holds 55,071,450 Class A Shares. The Class A Shares and the Class B Shares shall entitle the Record Holders thereof to one vote per Share on any
and all matters submitted for the consent or approval of Members generally. The Company and Investor have entered into the Investor
Shareholder Agreement, which provides for the registration of the Investor’s Class A Shares under the Securities Act and certain limitations on
transfer of the Investor’s Class A Shares. The Company and the Principals are expected to enter into the Shareholders Agreement, which is
expected to set forth certain agreements among them, including with respect to the selection of nominees for the Board of Directors, limitations on
the transfer of the Initial Members’ Shares, and the registration of such Shares under the Securities Act. The Initial Members and FIG are expected
to enter into an Exchange Agreement which is expected to provide for the exchange by the Initial Members of their interests in the Fortress
Operating Group Entities, and the corresponding amount of Class B Shares, for Class A Shares.

(c) In addition to the Class A Shares and the Class B Shares Outstanding on the date hereof, and without the consent or
approval of any Members, additional Shares may be issued by the Company in one or more classes, with such designations, preferences, rights,
powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing classes of Shares), as shall be fixed by the Board of
Directors and reflected in a written action or actions approved by the Board of Directors in compliance with Section 5.1 (each, a “Share
Designation”),

20

including (i) the right to share Company profits and losses or items thereof; (ii) the right to share in Company distributions, the dates distributions
will be payable and whether distributions with respect to such series or class will be cumulative or non-cumulative; (iii) rights upon dissolution
and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may redeem the Shares; (v) whether such
Shares are issued with the privilege of conversion or exchange and, if so, the conversion or exchange price or prices or rate or rates, or any
adjustments thereto, the date or dates on which, or the period or periods during which, the shares will be convertible or exchangeable and all other
terms and conditions upon which the conversion or exchange may be made; (vi) the terms and conditions upon which such Shares will be issued,
evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest, if any, applicable to such Shares;
(viii) the terms and amounts of any sinking fund provided for the purchase or redemption of Shares of the class or series; (ix) whether there will be
restrictions on the issuance of Shares of the same class or series or any other class or series; and (x) the right, if any, of the holder of each such
Share to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Shares. A Share Designation
(or any resolution of the Board of Directors amending any Share Designation) shall be effective when a duly executed original of the same is
delivered to the Secretary of the Company for inclusion among the permanent records of the Company, and shall be annexed to, and constitute
part of, this Agreement. Unless otherwise provided in the applicable Share Designation, the Board of Directors may at any time increase or
decrease the amount of Preferred Shares of any class or series, but not below the number of Preferred Shares of such class or series then
Outstanding.

(d) The Company is authorized to issue up to one billion Class A Shares, 750 million Class B Shares, and 250 million Preferred
Shares. All Shares issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Shares in the Company,
except to the extent otherwise provided in the Delaware Act or this Agreement (including any Share Designation).

(e) The Board of Directors may, without the consent or approval of any Members, amend this Agreement and make any filings
under the Delaware Act or otherwise to the extent the Board of Directors determines that it is necessary or desirable in order to effectuate any
issuance of Shares pursuant to this Article III, including, without limitation, an amendment of Section 3.2(d).

Section 3.3 Certificates.

(a) Upon the Company’s issuance of Shares to any Person, the Company shall issue one or more Certificates in the name of
such Person evidencing the number of such Shares being so issued. Certificates shall be executed on behalf of the Company by the Chairman or
any Co-Chairman of the Board, any Principal, President or Vice President and by the Chief Operating Officer, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary. No Certificate representing Shares shall be valid for any purpose until it has been
countersigned by the Transfer Agent; provided, however, that if the Board of Directors elects to issue Shares in global form, the Certificates
representing Shares shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Shares have been duly registered in
accordance with the directions of the Company. Any or all of the signatures required on the Certificate may be by

21

facsimile. If any Officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate
shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be
issued by the Company with the same effect as if such Person were such Officer or Transfer Agent at the date of issue. Certificates for each class
of Shares shall be consecutively numbered and shall be entered on the books and records of the Company as they are issued and shall exhibit the
holder’s name and number and type of Shares.

(b) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate Officers on behalf of the Company shall
execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and class or
series of Shares as the Certificate so surrendered. The appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall
countersign and deliver, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by
affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests
the issuance of a new Certificate before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and
without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the
Company, with surety or sureties and with fixed or open penalty as the Company may direct to indemnify the Company and the Transfer Agent
against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable
requirements imposed by the Company. If a Member fails to notify the Company within a reasonable time after he has notice of the loss,
destruction or theft of a Certificate, and a transfer of the Shares represented by the Certificate is registered before the Company or the Transfer
Agent receives such notification, the Member shall be precluded from making any claim against the Company or the Transfer Agent for such
transfer or for a new Certificate. As a condition to the issuance of any new Certificate under this Section, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Transfer Agent) reasonably connected therewith.

Section 3.4 Record Holders. The Company shall be entitled to recognize the Record Holder as the owner of a Share and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other Person, regardless of whether the
Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement
of any National Securities Exchange on which such Shares are listed for trading. Without limiting the foregoing, when a Person (such as a broker,
dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative
capacity for another Person in acquiring and/or holding Shares, as between the Company on the one hand, and such other Persons on the other,
such representative Person shall be the Record Holder of such Shares.

Section 3.5 Registration and Transfer of Shares.

(a) The term “transfer,” when used in this Agreement with respect to a Share, shall be deemed to refer to a transaction by
which the Record Holder of a Share assigns such Share to another Person who is or becomes a Member, and includes a sale, assignment, gift,
exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or
mortgage.

22

(b) The Company shall keep or cause to be kept on behalf of the Company a register that will provide for the registration and
transfer of Shares. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Class A Shares and transfers
of such Class A Shares as herein provided. Upon surrender of a Certificate for registration of transfer of any Shares evidenced by a Certificate, the
appropriate Officers of the Company shall execute and deliver, and in the case of Class A Shares, the Transfer Agent shall countersign and deliver,
in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new
Certificates evidencing the same aggregate number and type of Shares as were evidenced by the Certificate so surrendered, provided that a
transferor shall provide the address and facsimile number for each such transferee as contemplated by Section 12.1.

(c) The Company shall not recognize any transfer of Shares until the Certificates evidencing such Shares are surrendered for
registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new
Certificate, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with
respect thereto.

(d) By acceptance of the transfer of any Share, each transferee of a Share (including any nominee holder or an agent or
representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect
to the Shares so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall
be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) grants
powers of attorney to the Officers of the Company and any Liquidator of the Company, as specified herein, and (v) makes the consents and
waivers contained in this Agreement. The transfer of any Shares and the admission of any new Member shall not constitute an amendment to this
Agreement.

(e) Nothing contained in this Agreement shall preclude the settlement of any transactions involving Shares entered into
through the facilities of any National Securities Exchange on which such Shares are listed for trading.

Section 3.6 Capital Accounts.

(a) The Company shall maintain for each Member (or a beneficial owner of Shares held by a nominee in any case in which the
nominee has furnished the identity of such owner to the Company in accordance with Section 6031(c) of the Code or any other method acceptable
to the Company) owning Shares a separate Capital Account with respect to such Shares in accordance with the rules of Treasury Regulation
Section 1.704-1(b)(2)(iv). The Company shall maintain such Capital Accounts on a per class or series basis, as appropriate. Such Capital Account
shall be increased by (i) the amount of all Capital Contributions made to the Company with respect to such Shares pursuant to this Agreement and
(ii) all items of Company income and gain (including income and gain exempt from tax) computed in accordance with Section 3.6(b) and allocated
with respect to such Shares pursuant to Section 4.1, and decreased by (x) the amount

23

of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Shares pursuant to this
Agreement and (y) all items of Company deduction and loss computed in accordance with Section 3.6(b) and allocated with respect to such Shares
pursuant to Section 4.1. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are
intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury
Regulation. In the event the Board of Directors shall determine that it is prudent to modify the manner in which the Capital Accounts or any
adjustments thereto (including adjustments relating to liabilities which are secured by contributed or distributed property or which are assumed by
the Company or any Members) are computed in order to comply with such Treasury Regulation, the Board of Directors may make such
modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Article VIII hereof upon
the dissolution of the Company. The Board of Directors also shall (i) make any adjustments that are necessary or appropriate to maintain equality
among the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book
purposes, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event
unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b).

(b) For purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to
Article IV and is to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the
same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or
amortization used for that purpose), provided, that:
(i) Solely for purposes of this Section 3.6, the Company shall be treated as owning directly its proportionate share (as
determined by the Board of Directors based upon the provisions of the applicable Group Member Agreement or governing, organizational or
similar documents) of all property owned by (x) any other Group Member that is classified as a partnership for federal income tax purposes
and (y) any other partnership, limited liability company, unincorporated business or other entity or arrangement that is classified as a
partnership for federal income tax purposes, of which a Group Member is, directly or indirectly, a partner.
(ii) All fees and other expenses incurred by the Company to promote the sale of (or to sell) Shares that can neither be
deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of
deduction at the time such fees and other expenses are incurred and shall be allocated among the Members pursuant to Section 4.1.
(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of
income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the
Company and, as to those items described in

24

Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither
currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Company
asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken
into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or
loss.
(iv) Any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if
the adjusted basis of such property as of such date of disposition were equal in amount to the Company’s Carrying Value with respect to
such property as of such date.
(v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery
or amortization attributable to any Contributed Property shall be determined in the manner described in Regulation Section 1.704-3(d)(2).
Upon an adjustment pursuant to Section 3.6(d) to the Carrying Value of any Adjusted Property that is subject to depreciation, cost recovery
or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined
in the manner described in Regulation Section 1.704-3(d)(2).

(c) A transferee of Shares shall succeed to a pro rata portion of the Capital Account of the transferor based on the number of
Shares so transferred.

(d) (i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Shares for cash or
Contributed Property and the issuance of Shares as consideration for the provision of services, the Capital Account of all Members and the
Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain
or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of
each such property immediately prior to such issuance and had been allocated to the Members at such time pursuant to Section 4.1 in the same
manner as any item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or
Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to
the issuance of additional Shares shall be determined by the Board of Directors using such method of valuation as it may adopt; provided,
however, that the Board of Directors, in arriving at such valuation, must take fully into account the fair market value of the Shares of all Members
at such time. The Board of Directors shall allocate such aggregate value among the assets of the Company (in such manner as it determines) to
arrive at a fair market value for individual properties.
(ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed
distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Share), the
Capital Accounts of all Members and the Carrying Value of all Company property shall be adjusted upward or downward to

25

reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had
been recognized in a sale of such property immediately prior to such distribution for an amount equal to its fair market value, and had been
allocated to the Members, at such time, pursuant to Section 4.1 in the same manner as any item of gain or loss actually recognized during
such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market
value of all Company assets (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual
distribution that is not made pursuant to Section 8.3 or in the case of a deemed distribution, be determined and allocated in the same manner
as that provided in Section 3.6(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 8.3, be determined and allocated by the
Liquidator using such method of valuation as it may adopt.
(iii) The Board of Directors may make the adjustments described in clause (i) above in the manner set forth therein if
the Board of Directors determines that such adjustments are necessary or useful to effectuate the intended economic arrangement among the
Members (i.e., that equal distributions be paid with respect to each Class A Share), including Members who received Shares in connection
with the performance of services to or for the benefit of the Company.

(e) The Capital Account of each holder of Class B Shares shall at all times be zero, except to the extent such holder also holds
Class A Shares or other Shares in addition to Class B Shares.

(f) Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Board of Directors shall
determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits
thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members (i.e., that equal distributions be paid with
respect to each Class A Share), the Board of Directors may make such modification.

Section 3.7 Splits and Combinations.

(a) Subject to paragraph (d) of this Section and Section 2.9, the Company may make a pro rata distribution of Shares of any
class or series to all Record Holders of such class or series of Shares, or may effect a subdivision or combination of Shares of any class or series
so long as, after any such event, each Member shall have the same Percentage Interest in the Company as before such event, and any amounts
calculated on a per Share basis or stated as a number of Shares are proportionately adjusted.

(b) Whenever such a distribution, subdivision or combination of Shares is declared, the Board of Directors shall select a Record
Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record
Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of
independent public accountants selected

26

$by it to calculate the number of Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Shares as of the applicable Record Date representing the new number of Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date. (d) The Company shall not issue fractional Shares upon any distribution, subdivision or combination of Shares. If a distribution, subdivision or combination of Shares would otherwise result in the issuance of fractional Shares, each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share). ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS Section 4.1 Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Members among themselves, the Company’s items of income, gain, loss and deduction (computed in accordance with Section 3.6(b)) shall be allocated among the Members in each taxable year (or portion thereof) as provided herein below. (a) Net Income. After giving effect to the special allocations set forth in Section 4.1(d), Net Income for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated to the Members in accordance with their respective Percentage Interests. (b) Net Losses. After giving effect to the special allocations set forth in Section 4.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated to the Members in accordance with their respective Percentage Interests; provided that to the extent any allocation of Net Losses would cause any Members to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account), such allocation of Net Loss shall be reallocated among the other Members in accordance with their respective Percentage Interests. (c) Allocation upon Termination. With respect to all Section 4.1(a) and (b) allocations following a Liquidation Date, such allocations shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 4.1 and after giving effect to all distributions during such taxable year; provided, however, that solely for purposes of this Section 4.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 8.3. 27$

(d) Special Allocations. Notwithstanding any other provision of this Section 4.1, the following special allocations shall be made
for such taxable period:
(i) Company Minimum Gain Chargeback. Notwithstanding any other provision of this Section 4.1, if there is a net
decrease in Company Minimum Gain during any Company taxable period, each Member shall be allocated items of Company income and gain
for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6),
1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 4.1(d), each Member’s Adjusted Capital Account
balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other
allocations pursuant to this Section 4.1(d) with respect to such taxable period (other than an allocation pursuant to Sections 4.1(d)(iii) and 4.1
(d)(vi)). This Section 4.1(d)(i) is intended to comply with the Company Minimum Gain chargeback requirement in Treasury Regulation
Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Member Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 4.1
(other than Section 4.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member
Nonrecourse Debt Minimum Gain during any Company taxable period, any Member with a share of Member Nonrecourse Debt Minimum
Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary,
subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor
provisions. For purposes of this Section 4.1(d), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of
income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 4.1(d), other
than Section 4.1(d)(i) and other than an allocation pursuant to Sections 4.1(d)(v) and 4.1(d)(vi), with respect to such taxable period. This
Section 4.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)
(4) and shall be interpreted consistently therewith.
(iii) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or
distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially
allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated
under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or
distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 4.1(d)(i) or (ii). This Section 4.1
(d)(iii) is intended to qualify and be

28

construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.
(iv) Gross Income Allocations. In the event any Member has a deficit balance in its Capital Account at the end of any
Company taxable period in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this
Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2
(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as
possible; provided, that an allocation pursuant to this Section 4.1(d)(iv) shall be made only if and to the extent that such Member would have
a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 4.1 have been tentatively made as if
this Section 4.1(d)(iv) were not in this Agreement.
(v) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Members in
accordance with their respective Percentage Interests. If the Board of Directors determines that the Company’s Nonrecourse Deductions
should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b)
of the Code, the Board of Directors is authorized, upon notice to the other Members, to revise the prescribed ratio to the numerically closest
ratio that does satisfy such requirements.
(vi) Member Nonrecourse Deductions. Member Nonrecourse Deductions for any taxable period shall be allocated
100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member
Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the
Economic Risk of Loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be
allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
(vii) Nonrecourse Liabilities. Nonrecourse Liabilities of the Company described in Treasury Regulation Section 1.752-3
(a)(3) shall be allocated among the Members in a manner chosen by the Board of Directors and consistent with such Treasury Regulation.
(viii) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset
pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into
account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially
allocated to

29

the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of
the Treasury Regulations.
(ix) Curative Allocation.
(A) The Required Allocations are intended to comply with certain requirements of the Treasury Regulations. It is
the intent of the Members that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or
with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 4.1(d)(ix). Therefore,
notwithstanding any other provision of this Article IV (other than the Required Allocations), the Board of Directors shall make such
offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after
such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account
balance such Member would have had if the Required Allocations were not part of this Agreement and all Company items were
allocated pursuant to the economic agreement among the Members.
(B) The Board of Directors shall, with respect to each taxable period, (1) apply the provisions of Section 4.1(d)(ix)
(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and
(2) divide all allocations pursuant to Section 4.1(d)(ix)(A) among the Members in a manner that is likely to minimize such economic
distortions.

Section 4.2 Allocations for Tax Purposes.

(a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be
allocated among the Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to
Section 4.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of
income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Members
as follows:
(i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Members in
the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and
its adjusted basis at the time of contribution;

30

and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Members in the same
manner as its correlative item of “book” gain or loss is allocated pursuant to Section 4.1.
(ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Members in a manner
consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such
property and the allocations thereof pursuant to Sections 3.6(d)(i) or 3.6(d)(ii), and (2) second, in the event such property was originally a
Contributed Property, be allocated among the Members in a manner consistent with Section 4.2(b)(i)(A); and (B) any item of Residual Gain or
Residual Loss attributable to an Adjusted Property shall be allocated among the Members in the same manner as its correlative item of
“book” gain or loss is allocated pursuant to Section 4.1.
(iii) The Board of Directors shall apply the principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax
Disparities. Notwithstanding the preceding sentence, the Board of Directors may cause the Company to eliminate Book-Tax Disparities using
another method described in Treasury Regulation Section 1.704-3.

(c) For the proper administration of the Company and for the preservation of uniformity of the Shares (or any class or classes
thereof), the Board of Directors shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization
and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including gross income) or deductions;
(iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704
(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Shares (or any class or classes thereof); and (iv) adopt
and employ such methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of
adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof
under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of Members, (E) the provision of tax
information and reports to the Members, (F) the adoption of reasonable conventions and methods for the valuation of assets and the
determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the
recognition of the transfer of Shares, (J) tax compliance and other tax-related requirements, including the use of computer software, and to use
filing and reporting procedures similar to those employed by publicly-traded partnerships and limited liability companies, as it determines in its
sole discretion are necessary and appropriate to execute the provisions of this Agreement and to comply with federal, state and local tax law, and
to achieve uniformity of Shares within a class. The Board of Directors may adopt such conventions, make such allocations and make such
amendments to this Agreement as provided in this Section 4.2(c) only if such conventions, allocations or amendments would not have a material
adverse effect on the Members, the holders of any class or classes of Shares issued and Outstanding or the Company, and if such allocations are
consistent with the principles of Section 704 of the Code.

31

(d) The Board of Directors may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the
Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined
rate derived from the depreciation or amortization method and useful life applied to the Company’s common basis of such property, despite any
inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the Board of Directors
determines that such reporting position cannot be taken, the Board of Directors may adopt depreciation and amortization conventions under which
all purchasers acquiring Shares in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as
if they had purchased a direct interest in the Company’s property. If the Board of Directors chooses not to utilize such aggregate method, the
Board of Directors may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of
any Shares, so long as such conventions would not have a material adverse effect on the Members or the Record Holders of any class or classes
of Shares.

(e) Any gain allocated to the Members upon the sale or other taxable disposition of any Company asset shall, to the extent
possible, after taking into account other required allocations of gain pursuant to this Section 4.2, be characterized as Recapture Income in the same
proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly
giving rise to the treatment of such gains as Recapture Income.

(f) All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and
allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the
Code that may be made by the Company; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the
Board of Directors) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

(g) Pursuant to Section 4.2(c), the Board of Directors may adopt and employ such conventions and methods as it determines in
its sole discretion to be appropriate for the determination for federal income tax purposes of each item of Company income, gain, loss, and
deduction and the allocation of such items among Members and between transferors and transferees under this Agreement and pursuant to the
Code (including Section 706 of the Code) and the regulations or rulings promulgated thereunder. The Board of Directors may revise, alter or
otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings
promulgated thereunder.

(h) Allocations that would otherwise be made to a Member under the provisions of this Article IV shall instead be made to the
beneficial owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such owner to the Company in
accordance with Section 6031(c) of the Code or any other method determined by the Board of Directors.

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Section 4.3 Distributions to Record Holders.

(a) Subject to the applicable provisions of the Delaware Act, the Board of Directors may, in its sole discretion, at any time and
from time to time, declare, make and pay distributions of cash or other assets to the Members. Subject to the terms of any Share Designation,
distributions shall be paid to Members in accordance with their respective Percentage Interests as of the Record Date selected by the Board of
Directors. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make or pay any distributions of cash or
other assets with respect to the Class B Shares except for distributions consisting only of additional Class B Shares paid proportionally with
respect to each outstanding Class B Share.

(b) Notwithstanding Section 4.3(a), in the event of the dissolution and liquidation of the Company, all distributions shall be
made in accordance with, and subject to the terms and conditions of, Section 8.3(a).

(c) Pursuant to Section 7.4, the Company is authorized to withhold from payments or other distributions to the Members, and to
pay over to any U.S. federal, state and local government or any foreign government, any amounts required to be so withheld pursuant to the Code
or any other law. All amounts withheld with respect to any payment or other distribution by the Company to the Members shall be treated as
amounts paid to the Members with respect to which such amounts were withheld pursuant to this Section 4.3(c) or Section 8.3 for all purposes
under this Agreement.

(d) Each distribution in respect of any Shares shall be paid by the Company, directly or through the Transfer Agent or through
any other Person or agent, only to the Record Holder of such Shares as of the Record Date set for such distribution. Such payment shall constitute
full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an
interest in such payment by reason of an assignment or otherwise.

ARTICLE V

MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1 Power and Authority of Board of Directors. Except as otherwise expressly provided in this Agreement, the business and
affairs of the Company shall be managed by or under the direction of a board of directors (the “Board of Directors”). As provided in Section 5.22,
the Board of Directors shall have the power and authority to appoint Officers of the Company. The Directors and Officers shall constitute
“managers” within the meaning of the Delaware Act. No Member, by virtue of its status as such, shall have any management power over the
business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind,
the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors, on the one hand,
and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a
corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to
all other powers granted under any other provision of this Agreement, the Board of Directors shall have full power and authority to do, and to
direct the Officers to do, all things and on such terms as

33

it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.5 and to
effectuate the purposes set forth in Section 2.4, including the following:

(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for,
indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Shares, and the
incurring of any other obligations;

(b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies
having jurisdiction over the business or assets of the Company;

(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the
Company or the merger or other combination of the Company with or into another Person (subject, however, to any prior approval of Members
that may be required by this Agreement);

(d) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement,
including the financing of the conduct of the operations of the Company and its Subsidiaries; the lending of funds to other Persons (including
other Group Members); the repayment of obligations of the Company and its Subsidiaries; and the making of capital contributions to any Member
of the Company or any of its Subsidiaries;

(e) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that
limit the liability of the Company under contractual arrangements to all or particular assets of the Company);

(f) the declaration and payment of distributions of cash or other assets to Members;

(g) the selection and dismissal of officers, employees, agents, outside attorneys, accountants, consultants and contractors and
the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans,
employee programs and employee practices;

(h) the maintenance of insurance for the benefit of the Company Group and the Indemnified Persons;

(i) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to,
any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;

(j) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of
actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the
settlement of claims and litigation;

34

(k) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(l) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Shares
from, or requesting that trading be suspended on, any such exchange;

(m) the issuance, sale or other disposition, and the purchase or other acquisition, of Shares or options, rights, warrants or
appreciation rights relating to Shares;

(n) the undertaking of any action in connection with the Company’s interest or participation in any Group Member;

(o) the registration of any offer, issuance, sale or resale of Shares or other securities issued or to be issued by the Company
under the Securities Act and any other applicable securities laws (including any resale of Shares or other securities by Members or other
securityholders); and

(p) the execution and delivery of agreements with Affiliates of the Company to render services to a Group Member.

Section 5.2 Number, Qualification and Term of Office of Directors. The number of Directors which shall constitute the whole Board of
Directors shall be five at the time of the execution of this Agreement (or six if Investor elects to nominate a director pursuant to the Investor
Shareholder Agreement) and shall be eleven upon completion of the IPO. The vacancies on the Board of Directors that result from the increase in
the authorized number of Directors upon completion of the IPO shall be filled by individuals selected by a majority of the Directors then in office,
who shall also specify the class to which each newly appointed Director belongs. After completion of the IPO, the number of Directors which shall
constitute the whole Board of Directors shall be determined from time to time by resolution adopted by a majority of the Board of Directors then in
office, provided that, after the completion of the IPO and for so long as the Principals shall have the right to designate nominees to the Board of
Directors under the Shareholders Agreement, the number of Directors may not be increased without the Consent of Principals. The Directors shall
be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the
total number of Directors constituting the whole Board of Directors. At the time of the execution of this Agreement, the Class I Directors shall be
Randal Nardone, the Class II Directors shall be Robert I. Kauffman and Michael E. Novogratz, and the Class III Directors shall be Wesley R. Edens
and Peter L. Briger, Jr. At the time of the execution of this Agreement, the Class I Directors shall have a term expiring at the 2008 annual meeting of
Members, the Class II Directors shall have a term expiring at the 2009 annual meeting of Members, and the Class III Directors shall have a term
expiring at the 2010 annual meeting of Members. Each Director shall hold office until his successor is elected or appointed and qualified, or until
his or her earlier death, resignation or removal.

Section 5.3 Election of Directors. At each succeeding annual meeting of Members beginning in 2008, successors to the class of
Directors whose term expires at that annual

35

meeting shall be elected for a three (3)-year term and until their successors are duly elected or appointed and qualified. If the number of Directors is
changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal
as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation
or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no
case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Members. The Directors shall be
elected at the annual meeting of Members, except as provided in Section 5.6 and each Director elected shall hold office until the third succeeding
meeting next after such Director’s election and until such Director’s successor is duly elected and qualified, or until such Director’s death or until
such Director resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of Outstanding Voting
Shares present in person or represented by proxy and entitled to vote on the election of Directors at any annual or special meeting of Members.

Section 5.4 Removal. Any Director or the whole Board of Directors may be removed, with or without cause, at any time, by the
affirmative vote of holders of a Share Majority, given at an annual meeting or at a special meeting of Members called for that purpose. The vacancy
in the Board of Directors caused by any such removal shall be filled by the Board of Directors as provided in Section 5.6.

Section 5.5 Resignations. Any Director may resign at any time by giving notice of such Director’s resignation in writing or by
electronic transmission to the Chairman or any Co-Chairman of the Board, if there be one, the Chief Executive Officer or the Secretary of the
Company. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified
therein, then it shall take effect immediately upon its receipt by the Company. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The vacancy in the Board of Directors caused by any such resignation shall be filled by the
Board of Directors as provided in Section 5.6.

Section 5.6 Vacancies. Unless otherwise required by law, any vacancy on the Board of Directors that results from newly created
Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, provided
that a quorum is present, and any other vacancies may be filled by a majority of the Directors then in office, though less than a quorum, or by a
sole remaining Director. Any Director of any class elected to fill a vacancy resulting from an increase in the number of Directors of such class shall
hold office for a term that shall coincide with the remaining term of that class and until such Director’s successor is duly elected or appointed and
qualified, or until his or her earlier death, resignation or removal. Any Director elected to fill a vacancy not resulting from an increase in the number
of Directors shall have the same remaining term as that of such Director’s predecessor and until such Director’s successor is duly elected or
appointed and qualified, or until his or her earlier death, resignation or removal. If there are no Directors in office, then an election of Directors may
be held in the manner provided by the Delaware Act.

Section 5.7 Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in Section 11.11(b)
shall be eligible for election as Directors of the Company, except as may be otherwise provided in any Share Designation with respect to the right
of Members of any class of Shares to nominate and elect a specified number of Directors in certain circumstances.

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Section 5.8 Chairman of Meetings. The Board of Directors may elect one of its members as Chairman of the Board (the “Chairman of
the Board”), or two or more of its members as Co-Chairmen of the Board (each, a “Co-Chairman of the Board”). At each meeting of the Board of
Directors, the Chairman or any Co-Chairman of the Board or, in the absence of a Chairman or Co-Chairman of the Board, a Director chosen by a
majority of the Directors present, shall act as chairman of the meeting. The Secretary of the Company shall act as secretary at each meeting of the
Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the
duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of
the meeting may appoint any person to act as secretary of the meeting.

Section 5.9 Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of
Delaware.

Section 5.10 Regular Meetings. A regular meeting of the Board of Directors shall be held without any other notice than this Agreement,
immediately after, and at the same place (if any) as, each annual meeting of Members. The Board of Directors may, by resolution, provide the time
and place (if any) for the holding of additional regular meetings without any other notice than such resolution. Unless otherwise determined by the
Board of Directors, the Secretary of the Company shall act as Secretary at all regular meetings of the Board of Directors and in the Secretary’s
absence a temporary Secretary shall be appointed by the chairman of the meeting.

Section 5.11 Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman or any Co-Chairman
of the Board, the Chief Executive Officer, any Principal or, upon a resolution adopted by the Board of Directors, by the Secretary on twenty-four
(24) hours’ notice to each Director, either personally or by telephone or by mail, telegraph, telex, cable, wireless or other form of recorded or
electronic communication, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the
circumstances; special meetings shall be called by the Chairman or any Co-Chairman of the Board, a Principal, a President or the Secretary in like
manner and on like notice on the written request of two (2) Directors. Notice of any such meeting need not be given to any Director, however, if
waived by such Director in writing or by telegraph, telex, cable, wireless or other form of recorded or electronic communication, or if such Director
shall be present at such meeting.

Section 5.12 Action Without Meeting. Any action required or permitted to be taken at any meeting by the Board of Directors or any
committee thereof, as the case may be, may be taken without a meeting if a consent thereto is signed or transmitted electronically, as the case may
be, by all members of the Board or of such committee, as the case may be, and the writing or writings or electronic transmission or transmissions
are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 5.13 Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a
meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all
Persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 5.14 Quorum. At all meetings of the Board of Directors, a majority of the then total number of Directors in office shall constitute
a quorum for the transaction of business. At all meetings of any committee of the Board of Directors, the presence of a majority of the total number
of members of such committee (assuming no vacancies) shall constitute a quorum. The act of a majority of the Directors or committee members
present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as the case may be. If a quorum
shall not be present at any meeting of the Board of Directors or any committee, a majority of the Directors or members, as the case may be, present
thereat may adjourn the meeting from time to time without further notice other than announcement at the meeting.

Section 5.15 Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of
members of the Board of Directors, designate one (1) or more other committees consisting of one (1) or more Directors of the Company, which, to
the extent provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of this Agreement, the powers and
authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or
any committee or in their respective membership, to approve or adopt, or recommend to the Members, any action or matter, other than the election
or removal of Directors, expressly required by this Agreement to be submitted to Members for their approval, or to authorize the issuance of
Shares, except that such a committee may, to the extent provided in such resolutions, (a) grant and authorize options and other rights with respect
to the Shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the
pricing committee with respect to any offering of Shares authorized by the Board of Directors. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such
committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless
the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time
to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Company shall act as
Secretary of any committee, unless otherwise provided by the Board of Directors or the Committee.

Section 5.16 Alternate Members of Committees. The Board of Directors may designate one (1) or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed the member or
members thereof present at any meeting and not disqualified from voting, whether or not such member or members or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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Section 5.17 Minutes of Committees. Each committee shall keep regular minutes of its meetings and proceedings and report the same to
the Board of Directors at the next meeting thereof.

Section 5.18 Remuneration. Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the
Directors shall, as such, receive any stated remuneration for such Director’s services; but the Board of Directors may at any time and from time to
time by resolution provide that a specified sum shall be paid to any Director, payable in cash or securities, either as such Director’s annual
remuneration as such Director or member of any special or standing committee of the Board of Directors or as remuneration for such Director’s
attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Company
shall reimburse each Director for any expenses paid by such Director on account of such Director’s attendance at any meeting. Nothing in this
Section 5.18 shall be construed to preclude any Director from serving the Company in any other capacity and receiving remuneration therefor.

Section 5.19 Exculpation, Indemnification, Advances and Insurance.

(a) Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified
Persons shall not be liable to the Company, any Subsidiary of the Company, any Director of the Company, any Member or any holder of any
equity interest in any Subsidiary of the Company for any acts or omissions by any of the Indemnified Persons arising from the performance of their
duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect
to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, tax matters partner, fiduciary or
trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company, to the fullest extent
permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of
the Company and counsel fees and disbursements on a solicitor and client basis) arising from the performance of any of their duties or obligations
in connection with their service to the Company or this Agreement, or any investment made or held by the Company or any of its Subsidiaries,
including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may
hereafter be made party by reason of being or having been a manager of the Company under Delaware law, a Director or Officer of the Company or
any Subsidiary of the Company, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee
benefit plan at the request of the Company. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person,
pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including any indebtedness
which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Officers are hereby authorized and empowered,
on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 5.19 in favor of any
Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 5.19(a) that the Company
indemnify each Indemnified Person to the fullest extent permitted by law. The termination of any action, suit or proceeding relating to or involving
an Indemnified Person by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Indemnified Person committed an act or omission that constitutes fraud, willful misconduct or gross negligence.

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(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise
existing at law or in equity, including Section 5.23, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to
the extent permitted by law.

(c) Any indemnification under this Section 5.19 (unless ordered by a court) shall be made by the Company unless the Board of
Directors determines in the specific case that indemnification of the Indemnified Person is not proper in the circumstances because such person
has not met the applicable standard of conduct set forth in Section 5.19(a). Such determination shall be made by a majority vote of the Directors
who are not parties to the applicable suit, action or proceeding. To the extent, however, that an Indemnified Person has been successful on the
merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such
Indemnified Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person
in connection therewith, notwithstanding an earlier determination by the Board of Directors that the Indemnified Person had not met the applicable
standard of conduct set forth in Section 5.19(a).

(d) Notwithstanding any contrary determination in the specific case under Section 5.19(c), and notwithstanding the absence of
any determination thereunder, any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of
competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 5.19(a). The basis of such
indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances
because such Indemnified Person has met the applicable standards of conduct set forth in Section 5.19(a). Neither a contrary determination in the
specific case under Section 5.19(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption
that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification
pursuant to this Section 5.19(d) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the
Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(e) To the fullest extent permitted by law, expenses (including attorneys’ fees) incurred by an Indemnified Person in defending
any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall
ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company as authorized in this Section 5.19.

(f) The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.19 shall not be deemed
exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement,

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or any other agreement, vote of Members or disinterested Directors or otherwise, and shall continue as to an Indemnified Person who has ceased
to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless
otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is
indemnified, it being the policy of the Company that indemnification of the persons specified in Section 5.19(a) shall be made to the fullest extent
permitted by law. The provisions of this Section 5.19 shall not be deemed to preclude the indemnification of any person who is not specified in
Section 5.19(a) but whom the Company has the power or obligation to indemnify under the provisions of the Delaware Act.

(g) The Company may, but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to
indemnification under this Section 5.19 against any liability asserted against such Person and incurred by such Person in any capacity to which
they are entitled to indemnification hereunder, or arising out of such Person’s status as such, whether or not the Company would have the power
or the obligation to indemnify such Person against such liability under the provisions of this Section 5.19.

(h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.19 shall, unless
otherwise provided when authorized or ratified, shall inure to the benefit of the heirs, executors and administrators of any person entitled to
indemnification under this Section 5.19.

(i) The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and
to the advancement of expenses to employees and agents of the Company and to the employees and agents of the Company Group similar to
those conferred in this Section 5.19 to Indemnified Persons.

(j) If this Section 5.19 or any portion of this Section 5.19 shall be invalidated on any ground by a court of competent jurisdiction
the Company shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid
in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury
proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 5.19
that shall not have been invalidated.

(k) Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel and
accountants, and any act or omission by such Person on behalf of the Company in furtherance of the interests of the Company in good faith in
reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and
such Person will be fully protected for such acts and omissions; provided that such legal counsel or accountants were selected with reasonable
care by or on behalf of the Company.

(l) An Indemnified Person shall not be denied indemnification in whole or in part under this Section 5.19 because the
Indemnified Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted
by the terms of this Agreement.

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(m) Any liabilities which an Indemnified Person incurs as a result of acting on behalf of the Company (whether as a fiduciary or
otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism
(whether such liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the
Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other
funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 5.19, to the maximum extent permitted by law.

(n) A Director shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the
Company and on such information, opinions, reports or statements presented to the Company by any of the Officers or employees of the
Company or any other Group Member, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably
believes are within such other Person’s professional or expert competence.

(o) Any amendment, modification or repeal of this Section 5.19 or any provision hereof shall be prospective only and shall not
in any way affect the limitations on the liability of any indemnitee under this Section 5.19 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such
amendment, modification or repeal.

Section 5.20 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.

(a) Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between
any of the Principals, one or more Directors or their respective Affiliates, on the one hand, and the Company, any Group Member or any Member
other than an Initial Member, on the other, any resolution or course of action by the Board of Directors or its Affiliates in respect of such conflict
of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any agreement
contemplated herein, or of any duty stated or implied by law or equity, including any fiduciary duty, if the resolution or course of action in respect
of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of holders of Outstanding Voting Shares representing a
majority of the total votes that may be cast by all Outstanding Voting Shares in the election of Directors that are held by disinterested parties,
(iii) on terms no less favorable to the Company, Group Member or Member other than an Initial Member, as applicable, than those generally being
provided to or available from unrelated third parties or (iv) fair and reasonable to the Company taking into account the totality of the relationships
between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company, Group Member or
Member other than an Initial Member, as applicable). The Board of Directors shall be authorized but not required in connection with its resolution
of such conflict of interest to seek Special Approval of such resolution, and the Board of Directors may also adopt a resolution or course of action
that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the resolution or course of
action taken with respect to a

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conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the
Board of Directors acted in good faith, and in any proceeding brought by any Member or by or on behalf of such Member or any other Member or
the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such
presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration
Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or of any duty otherwise existing at law, in
equity or otherwise.

(b) The Members hereby authorize the Board of Directors, on behalf of the Company as a partner or member of a Group
Member, to approve of actions by the board of directors or managing member of such Group Member similar to those actions permitted to be taken
by the Board of Directors pursuant to this Section 5.20.

Section 5.21 Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware as
required by the Delaware Act, such filing being hereby confirmed, ratified and approved in all respects. The Board of Directors shall use all
reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation,
continuation, qualification and operation of a limited liability company in the State of Delaware or any other state in which the Company may elect
to do business or own property. To the extent that the Board of Directors determines such action to be necessary or appropriate, the Board of
Directors shall direct the appropriate Officers of the Company to file amendments to and restatements of the Certificate of Formation and do all
things to maintain the Company as a limited liability company under the laws of the State of Delaware or of any other state in which the Company
may elect to do business or own property, and any such Officer so directed shall be an “authorized person” of the Company within the meaning of
the Delaware Act for purposes of filing any such certificate with the Secretary of State of the State of Delaware. The Company shall not be
required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any
Member.

Section 5.22 Officers.

(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as
determined by the Board of Directors. Such Persons so designated by the Board of Directors shall be referred to as “Officers.” Unless provided
otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described below in this
Section 5.22.

(b) The Officers of the Company may include a Chairman of the Board, one or more Co-Chairmen of the Board, a Vice Chairman,
a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Principals, one or more Presidents or Co-Presidents, one
or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior,” “assistant” or otherwise, as the Board of
Directors shall determine), a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Officers shall be
elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of Members and as necessary to
fill vacancies. Each Officer

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shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any number of offices
may be held by the same Person. The compensation of Officers elected by the Board of Directors shall be fixed from time to time by the Board of
Directors or by such Officers as may be designated by resolution of the Board of Directors.

(c) Any Officer may resign at any time upon written notice to the Company. Any Officer, agent or employee of the Company
may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to
Officers, agents and employees who have not been appointed by the Board of Directors. Such removal shall be without prejudice to a Person’s
contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Company shall not of itself create contract rights.

(d) The Chairman of the Board shall be the Chief Executive Officer of the Company unless the Board of Directors elects another
Person as Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer shall have general executive charge,
management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such
responsibilities; he or she may employ and discharge employees and agents of the Company except such as shall be appointed by the Board of
Directors, and he or she may delegate these powers; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Company, and shall have such other powers and duties as designated in accordance with this Agreement and
as from time to time may be assigned to him or her by the Board of Directors.

(e) If elected, the Chairman or any Co-Chairman of the Board shall preside at all meetings of the Members and of the Board of
Directors; and shall have such other powers and duties as designated in this Agreement and as from time to time may be assigned to him, her or
them by the Board of Directors.

(f) Unless the Board of Directors otherwise determines, the Chief Operating Officer and every Principal, President and Co-
President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of
the Company. Unless the Board of Directors otherwise determines, in the absence of the Chairman or any Co-Chairman of the Board or if there be
no Chairman or Co-Chairman of the Board, the Board of Directors may designate the Chief Operating Officer or a Principal, President or Co-
President to preside at all meetings of the Members and (should he or she be a Director) of the Board of Directors. The Chief Operating Officer and
each Principal, President and Co-President shall have such other powers and duties as designated in accordance with this Agreement and as from
time to time may be assigned to him or her by the Board of Directors.

(g) In the absence of a Chief Operating Officer, Principal, President or Co-President or in the event of an inability or refusal of
the Chief Operating Officer and all Principals, Presidents and Co-Presidents to act, a Vice President designated by the Board of Directors shall
perform the duties of a President, and when so acting shall have all the powers of and be subject to all the restrictions upon a President. In the
absence of a designation by the Board of Directors of a Vice President to perform the duties of a President, or in the event of his absence

44

or inability or refusal to act, the Vice President who is present and who is senior in terms of uninterrupted time as a Vice President of the Company
shall so act. A Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time
prescribe. Unless otherwise provided by the Board of Directors, each Vice President will have authority to act within his or her respective areas
and to sign contracts relating thereto.

(h) The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Company and shall
have such other powers and duties as designated in this Agreement and as from time to time may be assigned to the Treasurer by the Board of
Directors. The Treasurer shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the
Board of Directors. Each Assistant Treasurer shall have the usual powers and duties pertaining to his or her office, together with such other
powers and duties as designated in this Agreement and as from time to time may be assigned to him or her by the Chief Executive Officer or the
Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that Officer’s absence or inability or refusal to act.
An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

(i) The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Members and the Board of
Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to
time prescribe. In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of
the Secretary. The performance of any such duty shall, in respect of any other Person dealing with the Company, be conclusive evidence of his or
her power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

(j) The Board of Directors may from time to time delegate the powers or duties of any Officer to any other Officers or agents,
notwithstanding any provision hereof.

(k) Unless otherwise directed by the Board of Directors, the Chief Executive Officer, any Principal, President or Co-President,
the Chief Operating Officer or any other Officer of the Company authorized by the Chief Executive Officer shall have power to vote and otherwise
act on behalf of the Company, in person or by proxy, at any meeting of members of or with respect to any action of equity holders of any other
entity in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by
reason of its ownership of securities in such other entities.

Section 5.23 Duties of Officers and Directors.

(a) Except as otherwise expressly provided in this Agreement or required by the Delaware Act, (i) the duties and obligations
owed to the Company by the Officers and Directors shall be the same as the duties and obligations owed to a corporation organized under DGCL
by its officers and directors, respectively, and (ii) the duties and obligations owed to the Members by the Officers and Directors shall be the same
as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers and directors, respectively.

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(b) The Board of Directors shall have the right to exercise any of the powers granted to it by this Agreement and perform any of
the duties imposed upon it thereunder either directly or by or through the duly authorized Officers of the Company, and the Board of Directors
shall not be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the Board of
Directors in good faith.

Section 5.24 Outside Activities. It shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation
of any type whatsoever of any Director or Affiliates of such Director (other than any express obligation contained in any agreement to which such
Person and the Company or any of its Subsidiaries are parties) to engage in outside business interests and activities in preference to or to the
exclusion of the Company or in direct competition with the Company; provided such Director or Affiliate does not engage in such business or
activity as a result of or using confidential information provided by or on behalf of the Company to such Director; provided, further, that a Person
shall not be deemed to be in direct competition with the Company solely because of such Person’s ownership, directly or indirectly, solely for
investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own
5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent
position) in such publicly traded entity. Directors shall have no obligation hereunder or as a result of any duty expressed or implied by law to
present business opportunities to the Company that may become available to Affiliates of such Director. None of any Group Member, any Member
or any other Person shall have any rights by virtue of a Director’s duties as a Director, this Agreement or any Group Member Agreement in any
business ventures of any Director.

Section 5.25 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the
Company shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the
name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to
enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Board of Directors or any Officer
as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law,
any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of
Directors or any Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any Officer or its
representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience
of any act or action of the Board of Directors or any Officer or its representatives. Each and every certificate, document or other instrument
executed on behalf of the Company by the Board of Directors or any Officer or its representatives shall be conclusive evidence in favor of any and
every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument,
this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized
and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in
accordance with the terms and provisions of this Agreement and is binding upon the Company.

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Section 5.26 Acquisitions by FIG LLC. The Company shall not allow FIG LLC to acquire an interest, directly or indirectly, in any entity
without the unanimous approval of all holders of Class B Shares if holders of Class B Shares would be required to contribute funds in order for
such holders to maintain their respective ownership percentages in such entity.

ARTICLE VI

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 6.1 Records and Accounting. The Board of Directors shall keep or cause to be kept at the principal office of the Company
appropriate books and records with respect to the Company’s business, including all books and records necessary to provide to the Members any
information required to be provided pursuant to this Agreement. Any books and records maintained by or on behalf of the Company in the regular
course of its business, including the record of the Members, books of account and records of Company proceedings, may be kept on, or be in the
form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided,
that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the
Company shall be maintained, for tax and financial reporting purposes, on an accrual basis in accordance with U.S. generally accepted accounting
principles.

Section 6.2 Fiscal Year. The fiscal year for tax and financial reporting purposes of the Company shall be a calendar year ending
December 31 unless otherwise required by the Code or permitted by law.

Section 6.3 Reports.

(a) As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Company, the Board of
Directors shall cause to be mailed or made available to each Record Holder of a Share, as of a date selected by the Board of Directors, an annual
report containing financial statements of the Company for such fiscal year of the Company, presented in accordance with U.S. generally accepted
accounting principles, including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a
registered public accounting firm selected by the Board of Directors.

(b) As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each
fiscal year, the Board of Directors shall cause to be mailed or made available to each Record Holder of a Share, as of a date selected by the Board of
Directors, a report containing unaudited financial statements of the Company and such other information as may be required by applicable law,
regulation or rule of any National Securities Exchange on which the Shares are listed for trading, or as the Board of Directors determines to be
necessary or appropriate.

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ARTICLE VII

TAX MATTERS

Section 7.1 Tax Returns and Information. The Company shall timely file all returns of the Company that are required for federal, state
and local income tax purposes on the basis of the accrual method and its fiscal year. The Officers of the Company shall use reasonable efforts to
furnish to all Members necessary tax information as promptly as possible after the end of the fiscal year of the Company; provided, however, that
delivery of such tax information may be subject to delay as a result of the late receipt of any necessary tax information from an entity in which the
Company or any Group Member holds an interest. The classification, realization and recognition of income, gain, losses and deductions and other
items shall be on the accrual method of accounting for federal income tax purposes.

Section 7.2 Tax Elections.

(a) The Company may make the election under Section 754 of the Code in accordance with applicable regulations thereunder,
subject to the reservation of the right to seek to revoke any such election upon the Board of Directors’ determination that such revocation is in the
best interests of the Members. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under
Section 743(b) of the Code, the Board of Directors shall be authorized (but not required) to adopt a convention whereby the price paid by a
transferee of a Share will be deemed to be the lowest quoted closing price of the Shares on any National Securities Exchange on which such Shares
are traded during the calendar month in which such transfer is deemed to occur pursuant to Section 4.2(g) without regard to the actual price paid
by such transferee.

(b) Except as otherwise provided herein, the Board of Directors shall determine whether the Company should make any other
elections permitted by the Code.

Section 7.3 Tax Controversies. The Board of Directors shall designate one Member as the Tax Matters Partner (as defined in the Code).
The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of
the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for
professional services and costs associated therewith. Each Member agrees to cooperate with the Tax Matters Partner and to do or refrain from
doing any or all things reasonably required by the Tax Matters Partner to conduct such proceedings.

Section 7.4 Withholding. Notwithstanding any other provision of this Agreement, the Board of Directors is authorized to take any
action that may be required to cause the Company and other Group Members to comply with any withholding requirements established under the
Code or any other federal, state, local or foreign law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the
Company is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income
to any Member (including by reason of Section 1446 of the Code), the Board of Directors may treat the amount withheld as a distribution of cash
pursuant to Sections 4.3 or 8.3 in the amount of such withholding from such Member.

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Section 7.5 Class B Shares. For federal (and applicable state) income tax purposes, the Class B Shares shall not be treated as
outstanding limited liability company membership interests and holders that own only Class B Shares shall not be treated as Members.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

Section 8.1 Dissolution. The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The
Company shall dissolve, and its affairs shall be wound up, upon:

(a) an election to dissolve the Company by the Board of Directors that is approved by the holders of a Share Majority;

(b) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company;

(c) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or

(d) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with
the Delaware Act.

Section 8.2 Liquidator. Upon dissolution of the Company, the Board of Directors shall select one or more Persons to act as Liquidator.
The Liquidator (if other than the Board of Directors) shall be entitled to receive such compensation for its services as may be approved by holders
of a Share Majority. The Liquidator (if other than the Board of Directors) shall agree not to resign at any time without 15 days’ prior notice and may
be removed at any time, with or without cause, by notice of removal approved by holders of a Share Majority. Upon dissolution, death, incapacity,
removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the
original Liquidator) shall within 30 days thereafter be approved by holders of a Share Majority. The right to approve a successor or substitute
Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner
herein provided. Except as expressly provided in this Article VIII, the Liquidator approved in the manner provided herein shall have and may
exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors under the
terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or
appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up
and liquidation of the Company as provided for herein.

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Section 8.3 Liquidation. The Liquidator shall proceed to dispose of the assets of the Company, discharge its liabilities, and otherwise
wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 18-804 of the Delaware Act and the
following:

(a) Subject to Section 8.3(c), the assets may be disposed of by public or private sale or by distribution in kind to one or more
Members on such terms as the Liquidator and such Member or Members may agree. If any property is distributed in kind, the Member receiving
the property shall be deemed for purposes of Section 8.3(c) to have received cash equal to its fair market value; and contemporaneously therewith,
appropriate cash distributions must be made to the other Members. Notwithstanding anything to the contrary contained in this Agreement, the
Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the Company despite
the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in
which such Member shares in distributions from the Company. The Liquidator may defer liquidation or distribution of the Company’s assets for a
reasonable time if it determines that an immediate sale or distribution of all or some of the Company’s assets would be impractical or would cause
undue loss to the Members. The Liquidator may distribute the Company’s assets, in whole or in part, in kind if it determines that a sale would be
impractical or would cause undue loss to the Members.

(b) Liabilities of the Company include amounts owed to the Liquidator as compensation for serving in such capacity (subject to
the terms of Section 8.2) and amounts to Members otherwise than in respect of their distribution rights under Article IV. With respect to any
liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such
amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the
reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.

(c) Subject to the terms of any Share Designation, all property and all cash in excess of that required to discharge liabilities as
provided in Section 8.3(b) shall be distributed to the Members in accordance with and to the extent of the positive balances in their respective
Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions
pursuant to this Section 8.3(c)) for the taxable year of the Company during which the liquidation of the Company occurs (with such date of
occurrence being determined by the Board of Directors, and such distribution shall be made by the end of such taxable year (or, if later, within 90
days after said date of such occurrence).

(d) Notwithstanding any other provision of this Agreement, if, upon the dissolution and liquidation of the Company pursuant
to this Article VIII and after all other allocations provided for in Section 4.1 have been tentatively made as if this section were not in this
Agreement, either (i) the positive Capital Account balance attributable to one or more Shares having a liquidation preference is not equal to such
liquidation preference, or (ii) the quotient obtained by dividing the positive balance of a Member’s Capital Account with respect to Common
Shares by the aggregate of all Members’ Capital Account balances with respect to Common Shares at such time would differ from such Member’s
Percentage Interest, then Net Income (and items thereof) and Net Loss (and items thereof) for the Fiscal Year in which the Company dissolves and
liquidates pursuant to Article VIII shall be allocated among the Members (x) first, to

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the extent necessary to ensure that the Capital Account balance attributable to a Share having a liquidation preference is equal to such liquidation
preference, and (y) second, in a manner such that the positive balance in the Capital Account of each Member with respect to Common Shares on
a share by share basis, immediately after giving effect to such allocation, is, as nearly as possible, equal to each such Member’s Percentage
Interest on a share by share basis.

Section 8.4 Cancellation of Certificate of Formation. Upon the completion of the distribution of Company cash and property as
provided in Section 8.3 in connection with the liquidation of the Company, the Certificate of Formation and all qualifications of the Company as a
foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to
terminate the Company shall be taken.

Section 8.5 Return of Contributions. None of any member of the Board of Directors or any Officer of the Company will be personally
liable for, or have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate, the return of the Capital
Contributions of the Members, or any portion thereof, it being expressly understood that any such return shall be made solely from Company
assets.

Section 8.6 Waiver of Partition. To the maximum extent permitted by law, each Member hereby waives any right to partition of the
Company property.

Section 8.7 Capital Account Restoration. No Member shall have any obligation to restore any negative balance in its Capital Account
upon liquidation of the Company.

ARTICLE IX

AMENDMENT OF AGREEMENT

Section 9.1 General. Except as provided in Section 9.2, Section 9.3 and Section 9.4, the Board of Directors may amend any of the terms
of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 9.1. If the Board of Directors desires
to amend any provision of this Agreement other than pursuant to Section 9.3, then it shall first adopt a resolution setting forth the amendment
proposed, declaring its advisability, and then (i) call a special meeting of the Members entitled to vote in respect thereof for the consideration of
such amendment, (ii) direct that the amendment proposed be considered at the next annual meeting of the Members or (iii) seek the written consent
of the Members. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. Such special or annual
meeting shall be called and held upon notice in accordance with Article XI of this Agreement. The notice shall set forth such amendment in full or
a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Members entitled
to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by a Share
Majority, unless a greater percentage is required under this Agreement or by Delaware law.

Section 9.2 Super-Majority Amendments. Notwithstanding Section 9.1, the affirmative vote of the holders of Outstanding Voting
Shares representing at least two-thirds of the total votes that may be cast by all Outstanding Voting Shares in the election of Directors, voting
together as a single class, shall be required to alter or amend any provision of this Section 9.2 or Section 9.4(b).

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Section 9.3 Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1, the Board of Directors, without
the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever
documents may be required in connection therewith, to reflect:

(a) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of
the Company or the registered office of the Company;

(b) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;

(c) a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the
Company as a limited liability company under the laws of any state or to ensure that the Company will not be treated as an association taxable as a
corporation or otherwise taxed as an entity for federal income tax purposes other than as the Company specifically so designates;

(d) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Members
(including adversely affecting the holders of any particular class or series of Shares as compared to other holders of other classes or series of
Shares) in any material respect, (ii) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion,
directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the
Delaware Act), (iii) to be necessary, desirable or appropriate to facilitate the trading of the Shares (including, without limitation, the division of any
class or classes or series of Outstanding Shares into different classes or series to facilitate uniformity of tax consequences within such classes or
series of Shares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are or will be
listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Members, (iv) to
be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.7 or (v) is required to effect the intent
expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(e) a change in the fiscal year or taxable year of the Company and any other changes that the Board of Directors determines to
be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Company;

(f) an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to
prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment
Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee
Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently
applied or proposed by the United States Department of Labor;

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(g) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or
issuance of any class or series of Shares pursuant to Section 3.2 and the admission of Additional Members;

(h) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 10.3;

(j) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation
by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity, in
connection with the conduct by the Company of activities permitted by the terms of Section 2.4;

(k) a merger, conversion or conveyance pursuant to Section 10.3(d); or

(l) any other amendments substantially similar to the foregoing.

Section 9.4 Amendment Requirements.

(a) Notwithstanding the provisions of Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of
Outstanding Voting Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have
the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Voting
Shares whose aggregate Outstanding Voting Shares constitute not less than the voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to the provisions of Section 9.2, no amendment to this
Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an
amendment approved pursuant to Section 9.4(c), (ii) change Section 8.1(a), (iii) change the term of the Company or, (iv) except as set forth in
Section 8.1(a), give any Person the right to dissolve the Company.

(c) Except as provided in Section 10.3, and without limitation of the Board of Directors’ authority to adopt amendments to this
Agreement without the approval of any Members as contemplated in Section 9.1, notwithstanding the provisions of Section 9.1, (i) any amendment
that would have a material adverse effect on the rights or preferences of any class or series of Shares in relation to other classes or series of Shares
must be approved by the holders of a majority of the Outstanding Shares of the class or series affected, and (ii) any amendment of Section 2.9 or,
for so long as the Principals shall have the right to designate nominees to the Board of Directors under the Shareholders Agreement, Section 5.2
shall require the Consent of Principals.

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ARTICLE X

MERGER, CONSOLIDATION OR CONVERSION

Section 10.1 Authority. The Company may merge or consolidate with one or more limited liability companies or “other business
entities” as defined in Section 18-209 of the Delaware Act, or convert into any such entity, whether such entity is formed under the laws of the
State of Delaware or any other state of the United States of America, pursuant to a written agreement of merger or consolidation (“Merger
Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, in accordance with this Article X.

Section 10.2 Procedure for Merger, Consolidation or Conversion. Merger, consolidation or conversion of the Company pursuant to this
Article X requires the prior approval of the Board of Directors.

(a) If the Board of Directors shall determine to consent to the merger or consolidation, the Board of Directors shall approve the
Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or
consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger
or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent
business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities
of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or
securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability
company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the
certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust,
certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected
by such merger or consolidation;
(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to
Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the
merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of
the certificate of merger or the time stated therein); and

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(vii) such other provisions with respect to the proposed merger or consolidation that the Board of Directors determines
to be necessary or appropriate.

(b) If the Board of Directors shall determine to consent to the conversion, the Board of Directors may approve and adopt a Plan
of Conversion containing such terms and conditions that the Board of Directors determines to be necessary or appropriate.

Section 10.3 Approval by Members of Merger, Consolidation or Conversion or Sales of Substantially All of the Company’s Assets.

(a) Except as provided in Section 10.3(d), the Board of Directors, upon its approval of the Merger Agreement or Plan of
Conversion, as the case may be, shall direct that the Merger Agreement or Plan of Conversion, as applicable, be submitted to a vote of Members,
whether at an annual meeting or a special meeting, in either case, in accordance with the requirements of Article IX. A copy or a summary of the
Merger Agreement or Plan of Conversion, as applicable, shall be included in or enclosed with the notice of meeting.

(b) Except as provided in Section 10.3(d), the Merger Agreement or Plan of Conversion, as applicable, shall be approved upon
receiving the affirmative vote or consent of the holders of a Share Majority unless the Merger Agreement or Plan of Conversion, as applicable,
contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require
for its approval the vote or consent of a greater percentage of the Outstanding Voting Shares or of any class or series of Members, in which case
such greater percentage vote or consent shall be required for approval of the Merger Agreement or Plan of Conversion, as applicable.

(c) Except as provided in Section 10.3(d), after such approval by vote or consent of the Members, and at any time prior to the
filing of the certificate of merger or a certificate of conversion pursuant to Section 10.4, the merger, consolidation or conversion may be abandoned
pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

(d) Notwithstanding anything else contained in this Article X or in this Agreement, the Board of Directors is permitted, without
Member approval, to convert the Company into a new limited liability entity, or to merge the Company into, or convey all of the Company’s assets
to, another limited liability entity, or which shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion,
merger or conveyance other than those it receives from the Company if (i) the Board of Directors has received an Opinion of Counsel that the
conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Member or cause the Company to
be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not
previously treated as such), (ii) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of the
Company into another limited liability entity and (iii) the governing instruments of the new entity provide the Members and the Board of Directors
with substantially the same rights and obligations as are herein contained.

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(e) Members are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion pursuant to
this Article X, a sale of all or substantially all of the assets of the Company or the Company’s Subsidiaries, or any other similar transaction or
event.

(f) The Board of Directors may not cause the Company to sell, exchange or otherwise dispose of all or substantially all of its
assets, in one transaction or a series of related transactions, or approve on behalf of the Company any such sale, exchange or other disposition,
without receiving the affirmative vote or consent of the holders of a Share Majority; provided, however, that the foregoing will not limit the ability
of the Board of Directors to authorize the Company to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the
assets of the Company without the approval of any Member.

(g) Without the approval of any Member, the Board of Directors may, at any time, cause the Company to implement a
reorganization whereby a Delaware statutory trust (the “Trust”) would hold all Outstanding Class A Shares and the holder of each Class A Share
would receive, in exchange for such Class A Share, a common share of the Trust which would represent one undivided beneficial interest in the
Trust, and each common share of the Trust would correspond to one underlying Class A Share; provided, however, that the Board of Directors
will not implement such a trust structure if, in its sole discretion, it determines that such reorganization would be taxable or otherwise alter the
benefits or burdens of ownership of the Class A Shares, including altering a Member’s allocation of items of income, gain, loss, deduction or credit
or the treatment of such items for U.S. federal income tax purposes. The Board of Directors will also be required to implement the reorganization in
such a manner that the reorganization does not have a material effect on the voting or economic rights of Class A Shares and Class B Shares.

(h) Each Merger, consolidation or conversion approved pursuant to this Article X shall provide that all holders of Class A
Shares shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Shares.

Section 10.4 Certificate of Merger or Conversion. Upon the required approval by the Board of Directors and the Member of a Merger
Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed
with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

Section 10.5 Effect of Merger.

(a) At the effective time of the certificate of merger:
(i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all
property, real, personal and mixed, and all debts due to any of those business entities shall be vested in the Surviving Business Entity and
after the merger or consolidation shall be the property of the Surviving Business Entity and all other things and causes of action belonging
to each of those business entities, shall be vested in the Surviving Business Entity to the extent they were of each constituent business
entity;

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(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not
revert and is not in any way impaired because of the merger or consolidation;
(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities
shall be preserved unimpaired; and
(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity
and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(b) It is the intent of the parties hereto that a merger or consolidation effected pursuant to this Article X shall not be deemed to
result in a transfer or assignment of assets or liabilities from one entity to another.

Section 10.6 Corporate Treatment. The Board of Directors shall use its reasonable best efforts to take such actions as are necessary or
appropriate to preserve the status of the Company as a partnership for federal (and applicable state) income tax purposes. If, however, the Board of
Directors determines that it is no longer in the best interests of the Company to continue as a partnership, the Board of Directors may elect to treat
the Company as an association or as a publicly traded partnership taxable as a corporation for federal (and applicable state) income tax purposes.
In the event that the Board of Directors determines the Company should seek relief pursuant to Section 7704(e) of the Code to preserve the status
of the Company as a partnership for federal (and applicable state) income tax purposes, the Company and each Member shall agree to adjustments
required by the tax authorities, and the Company shall pay such amounts as required by the tax authorities, to preserve the status of the Company
as a partnership.

ARTICLE XI

MEMBER MEETINGS

Section 11.1 Member Meetings.

(a) All acts of Members to be taken hereunder shall be taken in the manner provided in this Article XI. An annual meeting of the
Members for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at
such time and place as the Board of Directors shall specify, which date shall be within 13 months of the last annual meeting of Members. If
authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, Members and
proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed
present in person and vote at such meeting, provided that the Company shall implement reasonable measures to verify that each

57

Person deemed present and permitted to vote at the meeting by means of remote communication is a Member or proxyholder, to provide such
Members or proxyholders a reasonable opportunity to participate in the meeting and to record the votes or other action made by such Members or
proxyholders.

(b) A failure to hold the annual meeting of the Members at the designated time or to elect a sufficient number of Directors to
conduct the business of the Company shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. If
the annual meeting for election of Directors is not held on the date designated therefor, the Directors shall cause the meeting to be held as soon as
is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date
has been designated, for a period of 13 months after the latest to occur of the date of this Agreement or its last annual meeting, it is the intent of
the parties that the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any Member or Director. A
majority of the Outstanding Voting Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a
quorum for the purpose of such meeting, notwithstanding any provision of this Agreement to the contrary. The Delaware Court of Chancery may
issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of
Members entitled to vote, and the form of notice of such meeting.

(c) All elections of Directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written
ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be
submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the Member or
proxyholder.

(d) Special meetings of the Members may be called only by a majority of the Board of Directors. No Members or group of
Members, acting in its or their capacity as Members, shall have the right to call a special meeting of the Members, except that if any Principals
(together with their respective Permitted Transferees) collectively own Outstanding Voting Shares that represent a Share Majority, such Principals
may call a special meeting of the Members.

Section 11.2 Notice of Meetings of Members.

(a) Notice, stating the place, day and hour of any annual or special meeting of the Members, as determined by the Board of
Directors, and (i) in the case of a special meeting of the Members, the purpose or purposes for which the meeting is called, as determined by the
Board of Directors or by any of the Principals as contemplated by Section 11.1(d), if applicable, or (ii) in the case of an annual meeting, those
matters that the Board of Directors, at the time of giving the notice, intends to present for action by the Members, shall be delivered by the
Company not less than 10 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance
with Section 12.1 to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware
law. The notice of any meeting of the Members at which Directors are to be elected shall include the name of any nominee or nominees who, at the
time of the notice, the Board of Directors intends to

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present for election. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting
pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be postponed, and any special meeting of
the Members may be canceled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such
meeting of the Members.

(b) The Board of Directors shall designate the place of meeting for any annual meeting or for any special meeting of the
Members. If no designation is made, the place of meeting shall be the principal office of the Company.

Section 11.3 Record Date. For purposes of determining the Members entitled to notice of or to vote at a meeting of the Members, the
Board of Directors may set a Record Date, which shall not be less than 10 nor more than 60 days before the date of the meeting (unless such
requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Shares are listed for
trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern). If no Record Date is fixed by the Board of
Directors, the Record Date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on
the day next preceding the day on which notice is given. A determination of Members of record entitled to notice of or to vote at a meeting of
Members shall apply to any adjournment or postponement of the meeting; provided, however, that the Board of Directors may fix a new Record
Date for the adjourned or postponed meeting.

Section 11.4 Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting
and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless
such adjournment shall be for more than 30 days. At the adjourned meeting, the Company may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days or if a new Record Date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given in accordance with this Article XI.

Section 11.5 Waiver of Notice; Approval of Meeting. Whenever notice to the Members is required to be given under this Agreement, a
written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a
meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be
specified in any written waiver of notice unless so required by resolution of the Board of Directors. All waivers and approvals shall be filed with
the Company records or made part of the minutes of the meeting.

Section 11.6 Quorum; Required Vote for Member Action; Voting for Directors.

(a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares of the class or classes or series
for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless

59

any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum
shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of
the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present
at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal
of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of
Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the
meeting to another place or time, without regard to the presence of a quorum.

(b) Each Outstanding Class A Share and each Outstanding Class B Share shall be entitled to one vote per Share on all matters
submitted to Members for approval and in the election of Directors.

(c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the
votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such
matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the
provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least
such greater percentage shall be required.

(d) Directors will be elected by a plurality of the votes cast for a particular position.

Section 11.7 Conduct of a Meeting; Member Lists.

(a) The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the
Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this Article XI,
the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection
with or during the meeting or voting. The Board of Directors shall designate a Person to serve as chairman of any meeting and shall further
designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company maintained by the Board of
Directors. The Board of Directors may make such other regulations consistent with applicable law and this Agreement as it may deem advisable
concerning the conduct of any meeting of the Members, including regulations in regard to the appointment of proxies, the appointment and duties
of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote.

(b) A complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class or
series of Shares and showing the address of each such Member and the number of Outstanding Voting Shares registered in the name of such
Member, shall be open to the examination of any Member, for any purpose germane to the meeting, during ordinary business hours, for a period of
at least 10 days before the meeting, at the principal place of business of the Company. The Member list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by any Member who is present.

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Section 11.8 Action Without a Meeting. On any matter that is to be voted on, consented to or approved by Members, the Members
may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so
taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all Members entitled to vote thereon were present and voted.

Section 11.9 Voting and Other Rights.

(a) Only those Record Holders of Outstanding Voting Shares on the Record Date set pursuant to Section 11.3 shall be entitled
to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Outstanding Voting Shares have
the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Voting Shares shall be
deemed to be references to the votes or acts of the Record Holders of such Outstanding Voting Shares on such Record Date.

(b) With respect to Outstanding Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer,
bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Outstanding Voting Shares are registered,
such other Person shall, in exercising the voting rights in respect of such Outstanding Voting Shares on any matter, and unless the arrangement
between such Persons provides otherwise, vote such Outstanding Voting Shares in favor of, and at the direction of, the Person who is the
beneficial owner, and the Company shall be entitled to assume it is so acting without further inquiry.

Section 11.10 Proxies and Voting.

(a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such proxy may be
granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Any such proxy shall be filed in accordance
with the procedure established for the meeting. For purposes of this Agreement, the term “electronic transmission” means any form of
communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a
recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(b) The Company may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more
inspectors to act at the meeting and make a written report thereof. The Company may designate one or more alternate inspectors to

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replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the Person presiding at the meeting may,
and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or
her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

(c) With respect to the use of proxies at any meeting of Members, the Company shall be governed by paragraphs (b), (c),
(d) and (e) of Section 212 of the DGCL and other applicable provisions of the DGCL, as though the Company were a Delaware corporation and as
though the Members were stockholders of a Delaware corporation.

Section 11.11 Notice of Member Business and Nominations.

(a) Subject to Article V of this Agreement, nominations of Persons for election to the Board of Directors of the Company and
the proposal of business to be considered by the Members may be made at an annual meeting of Members (i) pursuant to the Company’s notice of
meeting delivered pursuant to Section 11.2 of this Agreement, (ii) by or at the direction of the Board of Directors, (iii) for nominations to the Board
of Directors only, by any holder of Outstanding Voting Shares who is entitled to vote at the meeting, who complied with the notice procedures set
forth in paragraph (b) or (d) of this Section and who was a Record Holder of a sufficient number of Outstanding Voting Shares as of the Record
Date for such meeting to elect one or more members to the Board of Directors assuming that such holder cast all of the votes it is entitled to cast in
such election in favor of a single candidate and such candidate received no other votes from any other holder of Outstanding Voting Shares, or
(iv) by any holder of Outstanding Voting Shares who is entitled to vote at the meeting, who complied with the notice procedures set forth in
paragraphs (c) or (d) of this Section and who is a Record Holder of Outstanding Voting Shares at the time such notice is delivered to the Secretary
of the Company.

(b) For nominations to be properly brought before an annual meeting by a Member pursuant to Section 11.11(a)(iii), the Member
must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a Member’s notice shall be delivered to the
Secretary at the principal executive offices of the Company not less than ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary of the date on which the Company first made publicly available (whether by mailing, by filing with the Commission or by posting
on an internet web site) its proxy materials for the immediately preceding annual meeting of Members; provided, however, that, in the case of the
Company’s first annual meeting, or if the annual meeting is called for a date that is more than twenty-five (25) days before or after the anniversary
of the previous year’s annual meeting, notice by the Member in order to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which public disclosure of the date of the annual meeting is first made (which may be the date on which proxy
materials for such meeting are first mailed). In no event shall the public announcement or postponement of an annual meeting commence a new
time period for the giving of a Member’s notice as described in this Section 11.11(b). Such Member’s notice shall set forth: (A) as to each Person
whom the Member proposes to nominate for election or reelection as a Director all information relating to such Person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case, pursuant to Regulation 14A under the Exchange
Act, including

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such Person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and (B) as to the Member
giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made the name and address of such Member, as
they appear on the Company’s books, and of such beneficial owner, the class or series and number of Shares of the Company which are owned
beneficially and of record by such Member and such beneficial owner. Such holder shall be entitled to nominate as many candidates for election to
the Board of Directors as would be elected assuming such holder cast the precise number of votes necessary to elect each candidate and no more
votes were cast by such holder or any other holder for such candidates.

(c) For nominations or other business to be properly brought before an annual meeting by a Member pursuant to Section 11.11
(a)(iv), (i) the Member must have given timely notice thereof in writing to the Secretary of the Company, (ii) such business must be a proper matter
for Member action under this Agreement and the Delaware Act, (iii) if the Member, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Company with a Solicitation Notice, such Member or beneficial owner must, in the case of a proposal, have
delivered a proxy statement and form of proxy to holders of at least the percentage of the Company’s Outstanding Shares required under this
Agreement or Delaware law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form
of proxy to holders of a percentage of the Company’s Outstanding Voting Shares reasonably believed by such Member or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such Member, and must, in either case, have included in such materials
the Solicitation Notice and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 11.11, the Member or
beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice. To be timely, a Member’s notice shall be delivered to the Secretary at the principal executive offices of the Company not
less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the Company first made
publicly available (whether by mailing, by filing with the Commission or by posting on an internet web site) its proxy materials for the immediately
preceding annual meeting of Members; provided, however, that, in the case of the Company’s first annual meeting, or if the annual meeting is
called for a date that is more than twenty-five (25) days before or after the anniversary of the previous year’s annual meeting, notice by the
Member in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which public
disclosure of the date of the annual meeting is first made (which may be the date on which proxy materials for such meeting are first made publicly
available, whether by mailing, by filing with the Commission or by posting on an internet web site). In no event shall the public announcement or
postponement of an annual meeting commence a new time period for the giving of a Member’s notice as described in this Section 11.11(c). Such
Member’s notice shall set forth: (A) as to each Person whom the Member proposes to nominate for election or reelection as a Director all
information relating to such Person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act, including such Person’s written consent to being named in the proxy statement as
a nominee and to serving as a Director if elected; (B) as to any other business that the Member proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material
interest in such business of such Member and the beneficial owner, if any, on whose behalf the proposal is made;

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and (C) as to the Member giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made the name and
address of such Member, as they appear on the Company’s books, and of such beneficial owner, the class or series and number of Shares of the
Company which are owned beneficially and of record by such Member and such beneficial owner, and whether either such Member or beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s
Outstanding Voting Shares required under this Agreement or Delaware law to carry the proposal or, in the case of a nomination or nominations, a
sufficient number of holders of the Company’s Outstanding Shares to elect such nominee or nominees (an affirmative statement of such intent, a
“Solicitation Notice”).

(d) Notwithstanding anything in the second sentence of Section 11.11(b) or the first sentence of Section 11.11(c) to the
contrary, if the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the
nominees for Director or specifying the size of the increased Board of Directors made by the Company at least 90 days prior to the anniversary of
the date on which the Company first made publicly available (whether by mailing, by filing with the Commission or by posting on an internet web
site) its proxy materials for the immediately preceding annual meeting of Members, then a Member’s notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public
announcement is first made by the Company.

(e) Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting
pursuant to the Company’s notice of meeting pursuant to Section 11.2 of this Agreement. Subject to Section 5.6 of this Agreement, nominations of
Persons for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected pursuant to the
Company’s notice of meeting (i) by or at the direction of the Board of Directors, (ii) by any holder of Outstanding Voting Shares who is entitled to
vote at the meeting, who complied with the notice procedures set forth in paragraph (b) or (d) of this Section 11.11 and who was a Record Holder
of a sufficient number of Outstanding Voting Shares as of the Record Date for such meeting to elect one or more members to the Board of
Directors assuming that such holder cast all of the votes it is entitled to cast in such election in favor of a single candidate and such candidate
received no other votes from any other holder of Outstanding Voting Shares, or (iii) by any holder of Outstanding Voting Shares who is entitled to
vote at the meeting, who complies with the notice procedures set forth in paragraph (c) or (d) this Section and who is a Record Holder of
Outstanding Voting Shares at the time such notice is delivered to the Secretary of the Company. Nominations by Members of Persons for election
to the Board of Directors may be made at such a special meeting of Members if the Member’s notice as required by Section 11.11(b) or
Section 11.11(c) shall be delivered to the Secretary of the Company not earlier than the 90th day prior to such special meeting and not later than the
close of business on the later of the 70th day prior to such special meeting or the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Holders of
Outstanding Voting Shares making nominations pursuant to Section 11.11(e)(ii) shall be entitled to nominate the number of candidates for election
at such special meeting as provided in Section 11.11(b) for an annual meeting.

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(f) Except to the extent otherwise provided in Article V with respect to vacancies, only Persons who are nominated in
accordance with the procedures set forth in this Section shall be eligible to serve as Directors and only such business shall be conducted at a
meeting of Members as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as
otherwise provided herein or required by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section and, if any proposed
nomination or business is not in compliance with this Section, to declare that such defective proposal or nomination shall be disregarded.

(g) Notwithstanding the foregoing provisions of this Section, a Member shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section. Nothing in this Section shall be
deemed to affect any rights of Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1 Addresses and Notices. Any notice, demand, request, report or proxy materials required or permitted to be given or made
to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class
United States mail or by other means of written communication to the Member at the address described below. Any notice, payment or report to be
given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report
or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record
Holder of such Shares at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Company,
regardless of any claim of any Person who may have an interest in such Shares by reason of any assignment or otherwise. An affidavit or
certificate of making of any notice, payment or report in accordance with the provisions of this Section 12.1 executed by the Company, the Transfer
Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or
report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the
Company is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such
notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further
mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his address) if they
are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of such notice,
payment or report to the other Members. Any notice to the Company shall be deemed given if received by the Secretary at the principal office of
the Company designated pursuant to Section 2.3. The Board of Directors and the Officers may rely and shall be protected in relying on any notice
or other document from a Member or other Person if believed by it to be genuine.

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Section 12.2 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking
action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 12.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives and permitted assigns.

Section 12.4 Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 12.5 Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of
the Company.

Section 12.6 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant,
duty, agreement or condition.

Section 12.7 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement
binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall
become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Share, upon accepting the
Certificate evidencing such Share.

Section 12.8 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware
without regard to principles of conflict of laws. Prior to the IPO, each Member (i) irrevocably submits to the non-exclusive jurisdiction and venue of
any Delaware state court or U.S. federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the
service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.

Section 12.9 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 12.10 Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is
specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the
concurrence of less than all of the Members and each Member shall be bound by the results of such action.

Section 12.11 Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar
of the Company on certificates representing Shares is expressly permitted by this Agreement.

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Remainder of page intentionally left blank.

67

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

/s/ David N. Brooks
Title: General Counsel, Vice President and Secretary

Signature Page to the Fourth Amended and Restated
Limited Liability Company Agreement

EXHIBIT A

Class A Shares Class A Shares

Fortress Investment Group LLC

Formed under the laws of the State of Delaware

CUSIP
SEE REVERSE FOR DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK,NEW YORK

THIS CERTIFIES THAT

is the owner of

Class A Shares of Fortress Investment Group LLC

(hereinafter called the “Company”) transferable on the books of the Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

Witness, the facsimile signatures of the duly authorized officers of the Company.

Dated

Chief Operating Officer Chief Executive Officer

Countersigned and registered:

American Stock Transfer & Trust Company
(New York, NY)
Transfer Agent & Registrar

Authorized Signature

A-1

Reverse of Certificate
ABBREVIATIONS

The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a
member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Amended and Restated Limited Liability Company
Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of
attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company
Agreement. The Company will furnish without charge to each shareholder who so requests a copy of the Company Agreement.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM — as tenants in common
TEN ENT — as tenants by the entireties
JT TEN — as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT — Custodian
(Cust) (Minor)
under Uniform Transfers/Gifts to Minors Act
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, hereby sell, assign and transfer unto

Please insert Social Security or other
identifying number of Assignee

(Please print or typewrite name and address, including zip code, of Assignee)

shares represented by the Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said
shares on the books of the Company with full power of substitution in the premises.

Dated

NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

A-2

EXHIBIT B

Certificate Evidencing Class B Shares
in
Fortress Investment Group LLC

No. B-[ ] [ ] Shares

In accordance with the Amended and Restated Limited Liability Company Agreement of Fortress Investment Group LLC, as amended,
supplemented or restated from time to time (the “Company Agreement”), Fortress Investment Group LLC, a Delaware limited liability company (the
“Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Shares in the Company (the “Shares”)
transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The
rights, preferences and limitations of the Shares are set forth in, and this Certificate and the Shares represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be
furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 1345 Avenue of the
Americas, 46th Floor, New York, New York 10105 or such other address as may be specified by notice under the Company Agreement. Capitalized
terms used herein but not defined shall have the meanings given them in the Company Agreement.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed
to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power
and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for
in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement.

This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of
conflict of laws thereof.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.

Dated:

Countersigned and Registered by: Fortress Investment Group LLC

as Transfer Agent and Registrar By:
Name:
Title:

Reverse of Certificate
ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws
or regulations:

TEN as tenants in common
COM— UNIF GIFT/TRANSFERS MIN ACT
TEN as tenants by the entireties
ENT— Custodian
(Cust) (Minor)
JT as joint tenants with right of
TEN— survivorship and not as tenants under Uniform Gifts/Transfers to CD Minors Act
in common (State)

Additional abbreviations, though not in the above list, may also be used.

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Pg 113 of 114

ELECTION FORM

PLEASE READ THE ATTACHED ELECTION INFORMATION
AND INSTRUCTIONS BEFORE COMPLETING THE ELECTION FORM

PLEASE PROVIDE ALL OF THE REQUESTED INFORMATION AND COMPLETE ALL
OF THE APPLICABLE ITEMS BELOW. IF THE ELECTION FORM IS NOT SIGNED ON
THE APPROPRIATE LINES, THIS ELECTION FORM WILL NOT BE VALID.

Item 1. Election. The undersigned, the record holder of Existing LP Preferred Units in
connection with the following number of units __________________, makes the following
choice with respect to the Election (check one box):

Accepts the Election. Declines the Election.

NOTE: Check the box to ACCEPT if you choose to receive New LightSquared Series A-2
Preferred Interests. If you check the box to DECLINE, submit your Election Form without any
box in Item 1 checked, or fail to timely submit your Election Form, you shall be deemed to have
elected to receive New LightSquared Series C Preferred Interests.

Item 2. Certification and Acknowledgment. By signing this Election Form, the undersigned
certifies to the Bankruptcy Court, LightSquared, and the New Investors under the penalty of
perjury that either (a) such person or entity is the holder, as of the Distribution Record Date, of
the Existing LP Preferred Units for which the Election is being made or (b) such person or entity
is an authorized signatory for a person or entity which is the holder, as of the Distribution Record
Date, of the Existing LP Preferred Units for which the Election is being made. The undersigned
acknowledges that if the Election is made, the holder of Existing LP Preferred Units will receive
New LightSquared Series A-2 Preferred Interests on account of its Existing LP Preferred Units
and will not receive New LightSquared Series C Preferred Interests.

Name of Holder

Signature

If by Authorized Agent, Name and Title

Name of Institution

Street Address

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Pg 114 of 114

City, State, Zip Code

Telephone Number

Email Address

Date Completed

Please check here if the above address is a change of address that you would like
reflected in the Master Service List for the Chapter 11 Cases.

PLEASE MAKE SURE YOU HAVE PROVIDED ALL OF THE INFORMATION
REQUESTED BY THIS ELECTION FORM AND COMPLETED ALL OF THE
APPLICABLE ITEMS. YOU SHOULD READ AND FOLLOW THE ENCLOSED
INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS ELECTION FORM.
YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE ELECTION.
PLEASE COMPLETE, SIGN, AND DATE THIS ELECTION FORM AND RETURN IT
PROMPTLY, SO AS TO BE RECEIVED BY LIGHTSQUARED AND EACH OF THE
NEW INVESTORS NO LATER THAN 5:00 P.M. (PREVAILING EASTERN TIME) ON
April 10, 2015, OR YOUR ELECTION SHALL NOT BE DEEMED MADE.

2

Document Created: 2015-05-22 10:09:26
Document Modified: 2015-05-22 10:09:26