REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of December 20, 2007, is by and among Inmarsat Global Limited (the
“Holder”)
      and
      SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra”).
      Certain capitalized terms used herein are defined in Section 7 below.


     

    RECITALS:

     

    WHEREAS,
      pursuant to the Subscription Agreement by and between SkyTerra and the Holder,
      dated as of December 14, 2007 (the “Subscription
      Agreement”),
      SkyTerra will issue shares of its Voting Common Stock, par value $0.01 per
      share
      (the “Voting
      Common Stock”)
      to the
      Holder (the “Effective
      Date Shares”);

     

    WHEREAS,
      pursuant to the terms that certain Cooperation Agreement dated as of December
      14, 2007 (the “Cooperation
      Agreement”),
      SkyTerra may issue an additional $31,250,000 worth of Voting Common Stock to
      the
      Holder upon the satisfaction of certain conditions, as more fully set forth
      in
      the Cooperation Agreement (the “Trigger
      Shares”);

     

    WHEREAS,
      pursuant to the terms of the Cooperation Agreement, SkyTerra may issue an
      additional $56,250,000 worth of Voting Common Stock to the Holder upon the
      satisfaction of certain conditions, as more fully set forth in the Cooperation
      Agreement (the “Phase
      I Shares”
      and
      together with the Effective Date Shares and the Trigger Shares, the
“Acquired
      Shares”);
      and

     

    WHEREAS,
      in order to induce the Holder to consummate the transactions under the
      Subscription Agreement and the Cooperation Agreement, SkyTerra has agreed to
      provide certain registration rights to the Holder on the terms and subject
      to
      the conditions set forth herein.

     

    NOW,
      THEREFORE, the parties hereto hereby agree as follows: 

     

    SECTION
      1. REGISTRATION
      UNDER THE SECURITIES ACT.

     

    
      
        1.1
          Registration.

      

    

     

    (a) SkyTerra
      shall use its reasonable best efforts to file with the Securities and Exchange
      Commission (the “SEC”)
      no
      later than thirty (30) Business Days after the later of (i) two years following
      the Effective Date (the “Second
      Anniversary”)
      and
      (ii) the receipt of a written request from the Holder requesting the
      registration of all of the Effective Date Shares and all of the Trigger Shares
      then held by the Holder (the “Registration
      Request”,
      and
      along with the Second Anniversary, the “Resale
      Registration Conditions”)
      a
      registration statement on the appropriate form for the purpose of registering
      such Acquired Shares under the Securities Act for resale by the Holder (the
      “Resale
      Registration Statement”).
      If,
      at the time of the filing of the Resale Registration Statement any or all of
      the
      Trigger Shares have not yet been issued, SkyTerra will upon the written request
      of the Holder and receipt by the Holder of any or all of the Trigger Shares
      (the
“Second
      Registration Request”),
      use
      its reasonable best efforts to file one additional registration statement on
      the
      appropriate form or file a post-effective amendment to the Resale Registration
      Statement for the purpose of registering the Trigger Shares that have been
      subsequently acquired by the Holder (the “Second
      Resale Shelf”)
      no
      later than thirty (30) Business Days following such Second Registration Request,
      provided,
      however,
      that
      SkyTerra shall not be obligated to file more than one registration statement
      in
      any six-month period pursuant to this Section
      1.1 or
      more than one Second Resale Shelf or Third Resale Shelf (as defined herein).
      Additionally, SkyTerra shall use its reasonable best efforts to file one
      additional registration statement (or a post effective amendment to the Resale
      Registration Statement or Second Resale Shelf) (the "Third
      Resale Shelf")
      on the
      appropriate form for the purpose of registering the Phase I Shares for resale
      no
      later than thirty (30) Business Days following (i) one year following the Phase
      1 Completion Date (the "Phase
      I Anniversary"),
      and
      (ii) the receipt of a written request by the Holder requesting the registration
      of all of the Phase I Shares then held by the Holder (the "Third
      Registration Request").
      At the
      request of the Holder, the Third Resale Shelf will include any Trigger Shares
      not previously included in the Resale Registration Statement or Second Resale
      Shelf. In the event of a Second Resale Shelf or a Third Resale Shelf, all other
      terms applicable to the Resale Registration Statement, other than with respect
      to the timing of its filing, shall be applicable to the Second Resale Shelf
      or
      the Third Resale Shelf, as applicable, and all references herein to the Resale
      Registration Statement shall be deemed to include the Second Resale Shelf and
      the Third Resale Shelf, as applicable, (references to the Resale Registration
      Conditions will include the Second Registration Request or the Third
      Registration Request, as applicable). SkyTerra will cause the Resale
      Registration Statement to comply as to form in all material respects with the
      applicable provisions of the Securities Act and the rules and regulations
      thereunder. SkyTerra shall use its reasonable best efforts, and the Holder
      will
      provide reasonable cooperation with SkyTerra, to have the Resale Registration
      Statement declared effective by the SEC as promptly as practicable, but no
      later
      than one hundred fifty (150) calendar days following the occurrence of the
      applicable Resale Registration Conditions. Upon notice to the Holder, SkyTerra
      may postpone filing or effecting the Resale Registration Statement, the Second
      Resale Shelf and/or Third Resale Shelf for a reasonable time, but not exceeding
      ninety (90) calendar days from the receipt of such notice, if (i) SkyTerra’s
      Board of Directors (the “Board”)
      shall
      determine that effecting the registration would adversely affect an offering
      of
      securities of SkyTerra the preparation of which had then been commenced, or
      (ii)
      SkyTerra is in possession of material non-public information the disclosure
      of
      which would not be in the best interest of SkyTerra. Nothing herein shall
      prevent SkyTerra from including SkyTerra securities held by other holders in
      the
      Resale Registration Statement, any Second Resale Shelf or Third Resale Shelf.
      Additionally, in the event SkyTerra files the Second Resale Shelf or the Third
      Resale Shelf, nothing in this Agreement shall prevent SkyTerra from combining
      the latest registration statement with any registration statement previously
      filed for the benefit of the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) SkyTerra
      shall keep the Resale Registration Statement effective (including through the
      filing of any required post-effective amendments) until the earlier to occur
      of
      (i) such time as the Holder has sold all of the Acquired Shares registered
      thereunder or (ii) such time as the shares no longer constitute Acquired
      Shares.

     

    (c) The
      plan
      of distribution contained in the Resale Registration Statement shall be
      substantially in the form attached as Exhibit A hereto.

     

    1.2 Registration Procedures.
      Subject
      to the terms and conditions hereof, SkyTerra shall use its reasonable best
      efforts to effect the registration and the disposition of the Acquired Shares
      in
      accordance with the intended method of disposition thereof (which method will
      not include an underwritten offering), and pursuant thereto SkyTerra shall,
      as
      expeditiously as possible:

     

    
      	 	
              (a)

            	
              after
                the occurrence of the Resale Registration Conditions and in accordance
                with the filing deadlines set forth in Section
                1.1(a),
                prepare and file with the SEC the Resale Registration Statement (and
                any
                amendments, including any post-effective amendments or supplements
                to the
                Resale Registration Statement SkyTerra deems to be necessary) and
                use its
                reasonable best efforts to cause the Resale Registration Statement
                to
                become effective as promptly as reasonably possible and to comply
                with the
                provisions of the Securities Act applicable to it; provided,
                that before filing the Resale Registration Statement or prospectus
                or any
                amendments or supplements thereto (other than filings made pursuant
                to the
                Exchange Act or exhibits to such registration statements), SkyTerra
                shall
                furnish to counsel for the Holder copies of all such documents proposed
                to
                be filed, including documents incorporated by reference in the
                Registration Statement, so as to provide the Holder and their counsel
                a
                reasonable opportunity to review and comment on such documents, and
                SkyTerra (i) will make such changes and additions thereto as reasonably
                requested by counsel to the Holder prior to filing the Resale Registration
                Statement or amendment thereto or any prospectus or any supplement
                thereto
                and (ii) if the Holder is a controlling person of SkyTerra, will
                include
                therein material relating to the Holder or the plan of distribution
                for
                the Acquired Shares registered thereunder (which shall not include
                an
                underwritten offering), furnished to SkyTerra in writing, which,
                in the
                reasonable judgment of the Holder, should be
                included;

            


    

     

    
      	 	
              (b)

            	
              furnish
                to the Holder such number of copies of the Resale Registration Statement,
                each amendment and supplement thereto, the prospectus included in
                the
                Resale Registration Statement and such other documents as the Holder
                may
                reasonably request in order to facilitate the disposition of the
                Acquired
                Shares registered thereunder; provided,
                however,
                that SkyTerra shall have no obligation to furnish copies of a final
                prospectus if the conditions of Rule 172(c) under the Securities
                Act are
                satisfied by SkyTerra;

            


    

     

    
      	 	
              (c)

            	
              prepare
                and file with the SEC such amendments and supplements to the Resale
                Registration Statement and the prospectus used in connection therewith
                as
                may be necessary to keep the Resale Registration Statement effective
                for
                the time period as specified in Section 1.1 in order to complete
                the
                disposition of the Acquired Shares covered by the Resale Registration
                Statement and comply with the provisions of the Securities Act with
                respect to the disposition of all Acquired Shares covered by the
                Resale
                Registration Statement during such period in accordance with the
                intended
                methods of disposition thereof as set forth in the Resale Registration
                Statement;

            


    

     

    
      	 	
              (d)

            	
              use
                its reasonable best efforts to register or qualify the Acquired Shares
                under such other securities or blue sky laws of such jurisdictions
                as the
                Holder reasonably request and do any and all other acts and things
                which
                may be reasonably necessary or advisable to enable the Holder to
                consummate the disposition of the Acquired Shares in such jurisdictions
                of
                (provided that SkyTerra shall not be required to (i) qualify generally
                to
                do business in any jurisdiction where it would not otherwise be required
                to qualify but for this subsection, (ii) subject itself to taxation
                in any
                such jurisdiction or (iii) consent to general service of process
                in any
                such jurisdiction); 

            


    

     

    
      
        
        

      

      
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              (e)

            	
              notify
                the Holder, at any time when a prospectus relating thereto is required
                to
                be delivered under the Securities Act, (i) when the Resale Registration
                Statement or any post-effective amendment has become effective under
                the
                Securities Act, (ii) of any written request by the SEC for amendments
                or
                supplements to the Resale Registration Statement or prospectus, (iii)
                of
                the happening of any event as a result of which the prospectus included
                in
                the Resale Registration Statement contains an untrue statement of
                a
                material fact or omits any fact necessary to make the statements
                therein,
                in light of the circumstances under which they were made, not misleading
                (whereupon the Holder shall immediately cease any offers, sales or
                other
                distribution of Acquired Shares registered thereunder), and, subject
                to
                1.3(c), SkyTerra shall promptly prepare a supplement or amendment
                to such
                prospectus so that, as thereafter used by the Holder for the resale
                of the
                Acquired Shares, such prospectus shall not contain an untrue statement
                of
                a material fact or omit to state any fact necessary to make the statements
                therein, in light of the circumstances under which they were made,
                not
                misleading, and (iv) of the issuance of any stop order suspending
                the
                effectiveness of the Resale Registration Statement, or of any order
                suspending or preventing the use of any related prospectus or suspending
                the qualification of any of the Acquired Shares included in the Resale
                Registration Statement for sale or distribution in any
                jurisdiction;

            


    

     

    
      	 	
              (f)

            	
              in
                the event of the issuance of any stop order suspending the effectiveness
                of the Resale Registration Statement, or of any order suspending
                or
                preventing the use of any related prospectus or suspending the
                qualification of any Acquired Shares included in the Resale Registration
                Statement for sale or distribution in any jurisdiction, SkyTerra
                shall use
                its reasonable best efforts to promptly obtain the withdrawal of
                such
                order and shall prepare and file an amended or supplemented prospectus,
                if
                required;

            


    

     

    
      	 	
              (g)

            	
              provide
                a transfer agent and registrar for all the Acquired Shares not later
                than
                the effective date of the Resale Registration
                Statement;

            


    

     

    
      	 	
              (h)

            	
              use
                its reasonable best efforts to cause the Acquired Shares covered
                by the
                Resale Registration Statement to be registered with or approved by
                such
                other governmental agencies or authorities as may be necessary to
                enable
                the Holder to complete the disposition of the Acquired Shares covered
                by
                the Registration Statement and comply with the provisions of the
                Securities Act with respect to the disposition of all Acquired Shares
                covered by the Resale Registration Statement during such period in
                accordance with the intended methods of disposition by the Holder
                thereof
                set forth in the Resale Registration
                Statement;

            


    

     

    
      	 	
              (i)

            	
              make
                available for inspection by the Holder and any attorney, accountant
                or
                other agent retained by the Holder, all financial and other records,
                pertinent corporate documents and properties of SkyTerra, and cause
                SkyTerra’s officers, managers, employees and independent accountants to
                supply all information reasonably requested by the Holder and such
                attorneys, accountants or agents in connection with the
                Resale Registration Statement; and

            


    

     

    
      
        
        

      

      
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              (j)

            	
              make
                generally available to its stockholders a consolidated earnings statement
                (which need not be audited) for the 12 months beginning after the
                effective date of such registration statement as soon as reasonably
                practicable after the end of such period, which earnings statement
                shall
                satisfy the requirements of an earning statement under Section 11(a)
                of
                the Securities Act.

            


    

     

    1.3 Other
      Procedural Matters.

     

    
      	 	
              (a)

            	
              SEC
                Correspondence.
                SkyTerra shall make available to the Holder promptly after the same
                is
                prepared and publicly distributed, filed with the SEC, or received
                by
                SkyTerra, one copy of the Resale Registration Statement and any amendment
                thereto, each preliminary prospectus and each amendment or supplement
                thereto (other than filings made pursuant to the Exchange Act or
                exhibits
                to such registration statements), each letter written by or on behalf
                of
                SkyTerra to the SEC or the staff of the SEC (or other governmental
                agency
                or self-regulatory body or other body having jurisdiction, including
                any
                domestic or foreign securities exchange), in each case relating to
                the
                Resale Registration Statement. SkyTerra will promptly respond to
                any and
                all comments received from the SEC, with a view towards causing the
                Resale
                Registration Statement or any amendment thereto to be declared effective
                by the SEC as soon as reasonably practicable and shall file an
                acceleration request as soon as reasonably practicable following
                the
                resolution or clearance of all SEC comments or, if applicable, following
                notification by the SEC that the Resale Registration Statement or
                any
                amendment thereto will not be subject to
                review.

            


    

     

    
      	 	
              (b)

            	
              The
                Holder shall furnish SkyTerra with any other information regarding
                the
                Holder and the disposition of the Acquired Shares, including without
                limitation the plan of distribution of the Acquired Shares (substantially
                in the form attached as Exhibit A hereto), as SkyTerra reasonably
                determines, is required to be included in the Resale Registration
                Statement. At least ten (10) Business Days prior to the first anticipated
                filing date of a Registration Statement for any registration under
                this
                Agreement, SkyTerra will notify the Holder of the information SkyTerra
                requires from the Holder other than information contained in the
                Selling
                Securityholder Questionnaire attached hereto as Exhibit
                B,
                which shall be completed and delivered to SkyTerra promptly concurrently
                with any request for inclusion in any Resale Registration Statement
                pursuant to Section 1.1.

            


    

     

    
      	 	
              (c)

            	
              The
                Holder agrees that, upon notice from SkyTerra of the happening of
                any
                event as a result of which the prospectus included in the Resale
                Registration Statement contains an untrue statement of a material
                fact or
                omits any material fact necessary to make the statements therein
                not
                misleading (a “Suspension
                Notice”),
                the Holder will forthwith discontinue disposition of Acquired Shares
                pursuant to the Resale Registration Statement until the Holder is
                advised
                in writing by SkyTerra that the use of the prospectus may be resumed
                and
                is furnished with a supplemented or amended prospectus as contemplated
                by
                Section 1.2 hereof; provided,
                however,
                that such postponement of sales of Acquired Shares by the Holder
                shall not
                in any event exceed (i) twenty (20) consecutive days or (ii) forty-five
                (45) days in the aggregate in any 12 month period. The Holder agrees
                to
                keep confidential the existence of any Suspension Notice and, if
                disclosed
                to the Holder, the facts and circumstances giving rise thereto. If
                SkyTerra shall give the Holder any Suspension Notice, SkyTerra shall
                extend the period of time during which SkyTerra is required to maintain
                the Resale Registration Statement effective pursuant to this Agreement
                by
                the number of days during the period from and including the date
                of the
                giving of such Suspension Notice to and including the date the Holder
                is
                advised by SkyTerra that the use of the prospectus may be resumed.
                In any
                event, SkyTerra shall not be entitled to deliver more than a total
                of
                three (3) Suspension Notices in any 12 month
                period.

            


    

     

    
      
        
        

      

      
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              (d)

            	
              Neither
                SkyTerra nor the Holder shall permit any officer, manager, underwriter,
                broker or any other person acting on behalf of SkyTerra to use any
                free
                writing prospectus (as defined in Rule 405 under the Securities Act)
                in
                connection with the Resale Registration Statement filed pursuant
                to this
                Agreement without the prior written consent of SkyTerra and the
                Holder.

            


    

     

    1.4 Expenses.
      

     

    
      	 	
              (a)

            	
              Registration
                Expenses. All
                Registration Expenses shall be borne by
                SkyTerra.

            


    

     

    
      	 	
              (b)

            	
              Selling
                Expenses. All
                expenses incident to the Holder’s performance of or compliance with this
                Agreement, including, without limitation, all fees and expenses of
                counsel
                for the Holder, fees and expenses of any broker or dealer discounts
                or
                commissions attributable to the disposition of Acquired Shares shall
                be
                borne solely by the Holder.

            


    

     

    SECTION
      2. LOCKUP
      AGREEMENT.

     

    2.1 The
      Holder hereby agrees to not effect any public sale or distribution (including
      any sales pursuant to Rule 144) of equity securities of SkyTerra, or any
      securities convertible into or exchangeable or exercisable for such securities,
      during the seven days prior to and the 90-day period beginning on the effective
      date of any underwritten registered public offering (or the filing of a
      prospectus supplement to any effective shelf registration statement) of equity
      securities of SkyTerra or securities convertible or exchangeable into or
      exercisable for equity securities of SkyTerra (except as part of such
      underwritten registration), unless the underwriters managing the registered
      public offering otherwise consent in writing, and the Holder will deliver an
      undertaking to the managing underwriters (if requested) consistent with this
      covenant. The Holder shall not be obligated to comply with the provisions of
      this Section 2.1 more than two times in any 12-month period.

     

    SECTION
      3. INDEMNIFICATION.

     

    3.1 Indemnification
      by SkyTerra. SkyTerra
      agrees to indemnify, to the extent permitted by law, each of the Holder, its
      officers, directors, employees and Affiliates and each Person who controls
      the
      Holder (within the meaning of the Securities Act) against all losses, claims,
      damages, liabilities, and expenses caused by any untrue or alleged untrue
      statement of material fact contained in the Resale Registration Statement or
      any
      prospectus forming a part of the Resale Registration Statement or any “issuer
      free writing prospectus” (as defined in Securities Act Rule 433), or any
      amendment thereof or supplement thereto or any omission or alleged omission
      of a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading or any violation or alleged violation by SkyTerra of the Securities
      Act, the Exchange Act or applicable “blue sky” laws, except insofar as the same
      are made in reliance and in conformity with any information furnished in writing
      to SkyTerra by the Holder expressly for use therein or by the failure of the
      Holder to deliver a copy of such registration statement or prospectus or any
      amendments or supplements thereto as required by law after SkyTerra has
      furnished the Holder with a sufficient number of copies of the same.


     

    
      
        
        

      

      
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    3.2 Indemnification
      by the Holder. In
      connection with the Resale Registration Statement in which the Holder is
      participating, the Holder shall furnish to SkyTerra in writing the Selling
      Securityholder Questionnaire and such other information as SkyTerra reasonably
      requests for use in connection with any such registration statement or
      prospectus and, to the extent permitted by law, the Holder shall indemnify
      SkyTerra, its directors, officers, employees and Affiliates, and each Person
      who
      controls SkyTerra (within the meaning of the Securities Act), against any
      losses, claims, damages, liabilities, and expenses resulting from any untrue
      or
      alleged untrue statement of material fact contained in the Resale Registration
      Statement, the prospectus or preliminary prospectus forming a part of the Resale
      Registration Statement or any amendment thereof or supplement thereto or any
      omission or alleged omission of a material fact required to be stated therein
      or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading, but only to the extent that any
      information so furnished in writing by the Holder contains such untrue statement
      or omits a material fact required to be stated therein necessary to make the
      statements therein not misleading; provided,
      however,
      that
      the obligation of the Holder to indemnify SkyTerra hereunder shall be limited
      to
      the net proceeds to the Holder from the sale of the Holder’s Acquired Shares
      pursuant to the Resale Registration Statement.

     

    3.3 Indemnification
      Procedures. Any
      Person entitled to indemnification hereunder shall (i) give prompt written
      notice to the indemnifying party of any claim with respect to which it seeks
      indemnification (provided that the failure to give prompt notice shall not
      impair any Person’s right to indemnification hereunder to the extent such
      failure has not prejudiced the indemnifying party) and (ii) unless in such
      indemnified party’s reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties may exist with respect to such claim,
      permit such indemnifying party to assume the defense of such claim with counsel
      reasonably satisfactory to the indemnified party. If such defense is assumed,
      the indemnifying party shall not be subject to any liability for any settlement
      made by the indemnified party without its consent (but such consent shall not
      be
      unreasonably withheld). An indemnifying party who is not entitled to, or elects
      not to, assume the defense of a claim shall not be obligated to pay the fees
      and
      expenses of more than one counsel (in addition to local counsel) for all parties
      indemnified by such indemnifying party with respect to such claim, unless in
      the
      reasonable judgment of any indemnified party there may be one or more legal
      or
      equitable defenses available to such indemnified party that are in addition
      to
      or may conflict with those available to another indemnified party with respect
      to such claim. Failure to give prompt written notice shall not release the
      indemnifying party from its obligations hereunder.

     

    
      
        
        

      

      
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    3.4 Investigation;
      Contribution. The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director, or controlling Person of such indemnified party
      and shall survive the transfer of securities. If the indemnification provided
      under Section 3.1 or Section 3.2 of this Agreement is held by a court to be
      unavailable or unenforceable in respect of any losses, claims, damages,
      liabilities or expenses referred to herein, then each applicable indemnifying
      party, in lieu of indemnifying such indemnified party, shall contribute to
      the
      amount paid or payable by such indemnified Person as a result of such losses,
      claims, damages, liabilities or expenses in such proportion as is appropriate
      to
      reflect the relative fault of the indemnifying party on the one hand and of
      the
      indemnified party on the other in connection with the statements or omissions
      that result in such losses, claims, damages, liabilities or expenses as well
      as
      any other relevant equitable considerations. The relative fault of the
      indemnifying party on the one hand and of the indemnified Person on the other
      shall be determined by reference to, among other things, whether the untrue
      or
      alleged untrue statement of a material fact or the omission or alleged omission
      to state a material fact relates to information supplied by the indemnifying
      party or by the indemnified party, and by such party’s relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission. In no event shall the liability of the Holder for
      contribution pursuant to this Section 3.4 be greater than the amount for which
      the Holder would have been liable pursuant to Section 3.2 had indemnification
      been available and enforceable.

     

    SECTION
      4. RULE
      144 TRANSACTIONS.

     

    4.1 Undertaking
      to File Reports and Cooperate in Rule 144 Transactions.
      SkyTerra shall use its reasonable best efforts to file with the SEC, on a timely
      basis, all annual, quarterly and other periodic reports required to be filed
      by
      it under Sections 13 and 15(d) of the Exchange Act, and the rules and
      regulations thereunder for so long as such disclosure is required to allow
      sales
      of Acquired Shares pursuant to Rule 144 under the Securities Act; provided,
      however,
      that
      the foregoing shall not be construed to require SkyTerra to prepare and file
      periodic reports if it is not required to do so under the Exchange Act. In
      the
      event of any proposed sale by the Holder of Acquired Shares pursuant to Rule
      144
      under the Securities Act or otherwise as provided herein, which sale is to
      be
      made in accordance with the terms of Section 5.1 hereof, SkyTerra shall use
      its
      reasonable best efforts to cooperate with the Holder so as to enable such sales
      to be made in accordance with applicable laws, rules and regulations, the
      requirements of the transfer agent of SkyTerra, and the reasonable requirements
      of the broker through which the sales are proposed to be executed, and shall,
      upon written request, furnish unlegended certificates representing ownership
      of
      Acquired Shares sold thereby, such certificates to be furnished in such numbers
      and denominations as the Holder may reasonably request.

     

    SECTION
      5. RESTRICTIONS
      ON TRANSFER.

     

    5.1 Permitted
      Transfers. The
      Holder hereby agrees that until (i) the Second Anniversary, the Holder may
      not
      transfer any of the Effective Date Shares or the Trigger Shares, and (ii) the
      Phase I Anniversary, the Holder may not transfer any of the Phase I Shares;
      provided,
      however,
      that
      the Holder may at any time transfer any of such shares to an Affiliate of the
      Holder (so long as such Affiliate is an “accredited investor” as defined in Rule
      501 of Regulation D promulgated under the Securities Act and agrees in a written
      instrument in form and substance reasonably satisfactory to the Company to
      be
      bound by the terms and provisions of this Agreement if, and to the fullest
      extent as, the Holder). From and after the Second Anniversary with respect
      to
      the Effective Date Shares and the Trigger Shares, and the Phase I Anniversary
      with respect to the Phase I Shares, the Holder may transfer any of the Acquired
      Shares: (i) pursuant to an effective registration statement under the Securities
      Act or (ii) pursuant to an available exemption from registration under the
      Securities Act (including sales permitted pursuant to Rule 144) and applicable
      state securities laws (subject to the Company’s request for reasonable
      documentation, including opinions of counsel, that such sale or transfer is
      made
      pursuant to an available exemption from registration).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    SECTION
      6. TRANSFER
      OF REGISTRATION RIGHTS.

     

    The
      Holder may not transfer or assign all or any portion of its rights under this
      Agreement (except by operation of law pursuant to a merger or similar business
      combination) unless such transferee or assignee is an Affiliate (that is also
      an
“Accredited
      Investor”)
      that
      agrees in a written instrument in form and substance reasonably satisfactory
      to
      SkyTerra to be bound by this Agreement as fully as if it were an initial
      signatory hereto, and any such transferee may thereafter make corresponding
      assignments in accordance with this proviso but only to other Affiliates of
      the
      initial Holder. For purposes of clarity, any assignee permitted by the preceding
      sentence must remain an Affiliate of the initial Holder until the shares held
      by
      such Affiliate are disposed or until the Holder would be permitted to transfer
      such shares pursuant to the second sentence of Section 5 hereto. In the event
      any Acquired Shares are transferred to one or more Affiliates in a manner
      permitted by this Agreement, the Holder shall notify SkyTerra in writing of
      a
      single Person that shall be the authorized representative to receive notices
      and
      take all actions on behalf of the Holder and/or its permitted Affiliate
      assignees.

     

    SECTION
      7. definitions

     

    “Acquired
      Shares”
has
      the
      meaning ascribed to it in the recitals. For purposes of this Agreement, (i)
      Acquired Shares shall cease to be Acquired Shares when a Resale Registration
      Statement covering such Acquired Shares has been declared effective under the
      Securities Act by the SEC and such Acquired Shares have been disposed of
      pursuant to such Resale Registration Statement, and (ii) the Acquired Shares
      of
      the Holder shall not be deemed to be Acquired Shares at any time after the
      issuance of such shares if, in the opinion of counsel reasonably satisfactory
      to
      the Holder (which such opinion maybe relied on by the Holder), the entire amount
      of such Acquired Shares issued and/or issuable to the Holder may be sold without
      registration and without volume limitations pursuant to Rule 144 (or any
      successor provision then in effect) under the Securities Act or any such
      Acquired Shares have been sold in a sale made pursuant to Rule 144 of the
      Securities Act.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person that, directly or
      indirectly or through one or more intermediaries, controls, is controlled by
      or
      is under common control with such specified Person.

     

    “Agreement"
      has the
      meaning ascribed to it in the recitals.

     

    “Board”
      has the
      meaning ascribed to it in Section 1.1 hereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Business
      Day”
      (whether
      such term is capitalized or not) means any day except Saturday, Sunday and
      any
      day which shall be a federal legal holiday or a day on which banking
      institutions in the State of New York are authorized or required by law or
      other
      governmental action to close. 

     

    “Cooperation
      Agreement”
has
      the
      meaning ascribed to it in the recitals.

     

    “Effective
      Date”
has
      the
      meaning ascribed to it in the Cooperation Agreement.

     

    “Effective
      Date Shares"
      has the
      meaning ascribed to it in the recitals.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      thereunder, or any successor statute. 

     

    “FINRA”
means
      the Financial Industry Regulatory Authority.

     

    “Holder”
      has the
      meaning ascribed to it in the recitals.

     

    “Person”
means
      any individual, firm, partnership, corporation, trust, joint venture, limited
      liability company, association, joint stock company, unincorporated
      organization, or any other entity or organization, including a governmental
      entity or any department, agency, or political subdivision thereof.

     

    “Phase
      I Anniversary”
      has the
      meaning ascribed to it in Section 1.1 hereof.

     

    “Phase
      I Completion Date”
has
      the
      meaning ascribed to it in the Cooperation Agreement.

     

    “Phase
      I Shares”
has
      the
      meaning ascribed to it in the recitals.

     

    “Registration
      Expenses”
means
      all expenses incident to SkyTerra’s performance of or compliance with this
      Agreement, including without limitation all registration and filing fees, fees
      and expenses of compliance with securities or blue sky laws, fees with respect
      to filings required to be made with the FINRA, printing expenses, messenger
      and
      delivery and mailing expenses, fees and disbursements of custodians, and fees
      and disbursements of counsel for SkyTerra and all independent certified public
      accountants retained by SkyTerra and other Persons retained by SkyTerra.


     

    “Registration
      Request”
      has the
      meaning ascribed to it in Section 1.1 hereof.

     

    “Resale
      Registration Conditions” has
      the
      meaning ascribed to it in Section 1.1 hereof.

     

    “Resale
      Registration Statement” has
      the
      meaning ascribed to it in Section 1.1 hereof.

     

    “SEC”
has
      the
      meaning ascribed to it in the recitals. 

     

    “Second
      Registration Request” has
      the
      meaning ascribed to it in Section 1.1 hereof.

     

    “Second
      Resale Shelf”
      has the
      meaning ascribed to it in Section 1.1 hereof.

     

    “Second
      Anniversary”
      has the
      meaning ascribed to it in Section 1.1 hereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      thereunder, or any successor statute. 

     

    “SkyTerra”
      has the
      meaning ascribed to it in the recitals.

     

    “Subscription
      Agreement”
has
      the
      meaning ascribed to it in the recitals.

     

    “Suspension
      Notice”
      has the
      meaning ascribed to it in Section 1.3(c) hereof.

     

    “Third
      Registration Request”
      has the
      meaning set forth in Section 1.1 hereof.

     

    “Third
      Resale Shelf”
      has the
      meaning set forth in Section 1.1 hereof.

     

    “Trigger
      Shares”
      has the
      meaning ascribed to it in the recitals.

     

    “Voting
      Common Stock”
      has the
      meaning ascribed to it in the recitals.

     

    SECTION
      8. MISCELLANEOUS.

     

    8.1 Legends
      and Stop Transfer Orders. 

     

    
      	 	
              (a)

            	
              The
                Holder hereby agrees that all certificates representing Acquired
                Shares
                shall have the following legend (or other legend to the same effect):
“The
                shares represented by this certificate are subject to restrictions
                on
                transfer and other restrictions pursuant to the provisions of a
                Registration Rights Agreement, dated December 14, 2007, by and between
                the
                Holder (as defined therein) and SkyTerra Communications, Inc., a
                copy of
                which is on file with the Holder or the office of the corporate secretary
                thereof.”

            


    

     

    
      	 	
              (b)

            	
              The
                Holder hereby agrees to the entry of stop transfer orders with the
                transfer agent and registrar of the Acquired Shares against the transfer
                (other than in compliance with this Agreement) of legended securities
                held
                by the Holder (or its permitted transferees under Section 5.1
                hereof).

            


    

     

    
      	 	
              (c)

            	
              SkyTerra
                agrees to remove any stop transfer orders provided in paragraph (b)
                above
                in sufficient time to permit any party to make any transfer permitted
                by
                the terms of this Agreement.

            


    

     

    8.2 Specific
      Performance. The
      parties hereto acknowledge and agree that in the event of any breach of this
      Agreement, the non-breaching parties would be irreparably harmed and could
      not
      be made whole by monetary damages. It is accordingly agreed that the parties
      hereto shall and do hereby waive the defense in any action for specific
      performance that a remedy at law would be adequate and that the parties hereto,
      in addition to any other remedy to which they may be entitled at law or in
      equity, shall be entitled to compel specific performance of this Agreement
      in
      any action instituted hereunder. 

     

    8.3 Amendments
      and Waivers. The
      failure of any party to enforce any of the provisions of this Agreement shall
      in
      no way be construed as a waiver of such provisions and shall not affect the
      right of such party thereafter to enforce each and every provision of this
      Agreement in accordance with its terms. No modification, amendment, or waiver
      of
      any provision of this Agreement shall be effective against the Holder or
      SkyTerra except by a written agreement signed by each of the Holder and
      SkyTerra. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.4 Successors
      and Assigns. All
      covenants and agreements in this Agreement by or on behalf of any of the parties
      hereto shall bind and inure to the benefit of the respective successors and
      permitted assigns of the parties hereto whether so expressed or not including,
      without limitation, any Person which is the successor to any of the Holder
      or
      SkyTerra. 

     

    8.5 Severability.
      If
      any
      term, provision, covenant or restriction of this Agreement, or any part thereof,
      is held by a court of competent jurisdiction or any foreign federal, state,
      county, or local government or any other governmental, regulatory, or
      administrative agency or authority to be invalid, void, unenforceable, or
      against public policy for any reason, the remainder of the terms, provisions,
      covenants, and restrictions of this Agreement shall remain in full force and
      effect and shall in no way be affected, impaired, or invalidated. 

     

    8.6 Entire
      Agreement. Except
      as
      otherwise expressly set forth herein, this document embodies the complete
      agreement and understanding among the parties hereto with respect to the subject
      matter hereof and supersedes and preempts any prior understandings, agreements,
      or representations by or among the parties, written or oral, which may have
      related to the subject matter hereof in any way.

     

    8.7 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      instrument, and it shall not be necessary in making proof of this Agreement
      to
      produce or account for more than one such counterpart.

     

    8.8 Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning of terms contained herein. 

     

    8.9 GOVERNING
      LAW; WAIVER OF JURY TRIAL.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED EXCLUSIVELY BY
      THE
      LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CONFLICTS OR CHOICE
      OF LAW PROVISIONS THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE
      LAWS OF ANY OTHER JURISDICTION).

     

    EACH
      OF
      THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
      NEW
      YORK COURTS, INCLUDING THE FEDERAL AND STATE COURTS FOR THE PURPOSE OF ANY
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH
      PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO SUCH ACTION OR
      PROCEEDING MAY BE HEARD AND DETERMINED EXCLUSIVELY IN SUCH COURTS. EACH PARTY
      AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE
      AND
      MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
      MANNER PROVIDED BY LAW.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EACH
      PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
      RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER
      PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
      THIS AGREEMENT.

     

    8.10 Notices.
      Any
      notices, reports or other correspondence (hereinafter collectively referred
      to
      as “correspondence”)
      required or permitted to be given hereunder shall be given in writing and shall
      be deemed given three Business Days after the date sent by certified or
      registered mail (return receipt requested), one Business Day after the date
      sent
      by overnight courier or on the date given by telecopy (with confirmation of
      receipt) or delivered by hand, to the party to whom such correspondence is
      required or permitted to be given hereunder.

     

    To:
      Inmarsat Global Limited

     

    99
      City
      Road

    London
      EC1YAX

    United
      Kingdom

    Facsimile
      No.: 44 20 7728 1650

    Attn:
      General Counsel 

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Latham
      & Watkins LLP

    555
      Eleventh Street, NW, Suite 1000

    Washington,
      DC 20004

    Facsimile:
      (202) 637-1036

    Attn: John
      P.
      Janka, Esq.

     

    To
      SkyTerra Communications, Inc.:

     

    SkyTerra
      Communications, Inc.

    10802
      Parkridge Boulevard

    Reston,
      Virginia 20191

    Facsimile:
      (703) 390-6113

    Attn: General
      Counsel

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    Four
      Times Square

    New
      York,
      New York 10036

    Facsimile:
      (917) 777-2918

    Attn: Gregory
      A. Fernicola, Esq.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Registration Rights
      Agreement on the day and year first above written. 

     

    
      	 	
              SKYTERRA
                COMMUNICATIONS, INC.

            
	 	 
	 	
              By:
                

            	/s/
              Scott
              Macleod           
              
	 	 	
              Name:
                Scott Macleod

            
	 	 	
              Title:
                Executive Vice President, Chief Financial Officer and
                Treasurer

            


    

     

    
      	 	
              INMARSAT
                GLOBAL LIMITED

            
	 	 
	 	
              By:

            	/s/
              Rupert
              Pearce          
	 	 	
              Name:
                Rupert Pearce

            
	
               

            	 	
              Title:
                Group General Counsel

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    PLAN
      OF DISTRIBUTION

     

    SkyTerra
      is registering the shares of common stock covered by this prospectus for the
      selling stockholder. Pursuant to a registration rights agreement, dated as
      of
      [Closing Date], SkyTerra agreed to register the resale of the common stock
      owned
      by the selling stockholder and to indemnify the selling stockholder against
      certain liabilities related to the selling of the common stock, including
      liabilities arising under the Securities Act. Under the registration rights
      agreement, SkyTerra also agreed to pay the costs and fees of registering the
      shares of common stock; however, the selling stockholder will pay any brokerage
      commissions relating to the sale of the shares of common stock.

     

    Inmarsat
      and any of its permitted transferees or other successors-in-interest may, from
      time to time, sell, transfer or otherwise dispose of any or all of their
shares
      of
      Common Stock or interests in shares of Common Stock
      on
      any stock exchange, market or trading facility on which the shares are traded
      or
      in private transactions.  These dispositions may be at fixed prices, at
      prevailing market prices at the time of sale, at prices related to the
      prevailing market price, at varying prices determined at the time of sale,
      or at
      negotiated prices. Inmarsat may use one or more of the following methods when
      disposing of the shares or interests therein:

     

    
      	
            	•	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
            	•	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	
            	•	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
            	•	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
            	•	
              privately
                negotiated transactions;

            


    

     

    
      	
            	•	
              short
                sales entered into after the effective date of the registration statement
                of which the prospectus is a part;

            


    

     

    
      
        	
              	•	
                through
                  the writing or settlement of options, swaps, derivatives or other
                  hedging
                  transactions, whether through an options exchange or
                  otherwise;

              


      

    

     

    
      	
            	•	
              broker-dealers
                may agree with Inmarsat to sell a specified number of such shares
                at a
                stipulated price per share;

            


    

     

    
      	
            	•	
              in
                the over the counter market;

            


    

     

    
      	
            	•	
              a
                combination of any such methods of disposition;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	•	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    Inmarsat
      may also sell shares under Rule 144 under the Securities Act, if available,
      rather than under this prospectus.

     

    Broker-dealers
      engaged by Inmarsat may arrange for other broker-dealers to participate in
      sales.  Broker-dealers may receive commissions or discounts from Inmarsat
      (or, if any broker-dealer acts as agent for the purchaser of shares, from the
      purchaser) in amounts to be negotiated. 

     

    Inmarsat
      may from time to time pledge or grant a security interest in some or all of
      the
      Shares owned by them and, if they default in the performance of their secured
      obligations, the pledgees or secured parties may offer and sell shares of Common
      Stock from time to time under the prospectus, or under an amendment to the
      prospectus under Rule 424(b) or other applicable provision of the Securities
      Act
      of 1933, as amended (the “Securities Act”), amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under the prospectus. Inmarsat does not expect these
      commissions and discounts to exceed what is customary in the types of
      transactions involved.

     

    Inmarsat
      also may transfer the shares of common stock in other circumstances, in which
      case the transferees, pledgees or other successors in interest will be the
      selling beneficial owners for purposes of the prospectus.

     

    In
      connection with the sale of the shares of Common Stock or interests in shares
      of
      Common Stock, Inmarsat may enter into hedging transactions with broker-dealers
      or other financial institutions, which may in turn engage in short sales of the
      common stock in the course of hedging the positions they assume. Inmarsat may
      also sell shares of Common Stock short and deliver these securities to close
      out
      their short positions, or loan or pledge the common stock to broker-dealers
      that
      in turn may sell these securities. Inmarsat may also enter into option or other
      transactions with broker-dealers or other financial institutions or the creation
      of one or more derivative securities which require the delivery to such
      broker-dealer or other financial institution of shares offered by the
      prospectus, which shares such broker-dealer or other financial institution
      may
      resell pursuant to the prospectus (as supplemented or amended to reflect such
      transaction).

     

    Inmarsat
      and any broker-dealer or agents that are involved in selling the shares of
      Common Stock may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of Common
      Stock purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Inmarsat has informed SkyTerra that it
      does
      not have any written or oral agreement or understanding, directly or indirectly,
      with any person to distribute the Common Stock.

     

    Once
      sold
      under the registration statement, of which this prospectus forms a part, the
      shares of Common Stock will be freely tradable in the hands of persons other
      than our affiliates.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
      selling shareholder may offer its shares of common stock in one or more
      offerings pursuant to one or more prospectus supplements, if required by
      applicable law, and any such prospectus supplement will set forth the terms
      of
      the relevant offering to the extent required. 

     

    The
      selling stockholder will act independently of SkyTerra in making decisions
      with
      respect to the timing, manner and size of each sale. The selling stockholder
      may
      sell the common stock on the NASDAQ Global Select Market, the NASDAQ Global
      Market, the NASDAQ Capital Market or otherwise, at market prices prevailing
      at
      the time of sale, at prices related to the prevailing market prices, or at
      negotiated prices.

     

    The
      selling stockholder may negotiate and pay broker-dealers' commissions, discounts
      or concessions for their services. Broker-dealers engaged by the selling
      stockholder may allow other broker-dealers to participate in resales. The
      selling stockholder and any broker-dealers involved in the sale or resale of
      the
      common stock may qualify as "underwriters" within the meaning of Section
      2(a)(11) of the Securities Act. In addition, the broker-dealers' commissions,
      discounts or concessions may qualify as underwriters' compensation under the
      Securities Act. If the selling stockholder qualifies as an "underwriter," it
      will be subject to the prospectus delivery requirements of Section 5(b)(2)
      of
      the Securities Act.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    SkyTerra
      Communications, Inc.

     

    Selling
      Securityholder Questionnaire

     

    The
      undersigned beneficial owner of shares of Common Stock (the “Registrable
      Securities”)
      of
      SkyTerra Communications, Inc. (the “Company”)
      understands that SkyTerra intends to file with the Securities and Exchange
      Commission (“SEC”)
      a
      registration statement (the “Registration
      Statement”)
      for
      the registration and resale under the Securities Act of 1933, as amended (the
      “Securities
      Act”),
      of
      the Registrable Securities. This Questionnaire is delivered pursuant to the
      terms of the Registration Rights Agreement, dated as of December 14, 2007 (the
      “Registration
      Rights Agreement”),
      among
      the Company and Inmarsat Global Limited (“Inmarsat”).
      A
      copy of the Registration Rights Agreement is available from SkyTerra upon
      request at the address set forth below. All capitalized terms not otherwise
      defined herein shall have the meanings ascribed thereto in the Registration
      Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    The
      undersigned hereby provides the following information to SkyTerra and represents
      and warrants that such information is accurate:

     

    
      	1.	
              Name.

            


    

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      
        

      

    

     

    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      
 

    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	2.	
              Address
                for Notices to Selling
                Securityholder:

            


    

    
    

     

    
      	 
	 
	 


    

     

    
      	
              Telephone: 

            	      
	
              Fax: 

            	            
              
	
              Contact
                Person: 

            	              
              


    

     

    
      	3.	
              Beneficial
                Ownership of Registrable
                Securities:

            


    

     

    
      	 	
              (a)

            	
              Type
                and Amount of Registrable Securities beneficially
                owned:

            


    

     

    
      

      

    

    
      
 

    
      	4.	
              Election
                to include Registrable Securities in Prospectus
                

            


    

     

    If
      less
      than all, please indicate the number of shares listed in Item (3) above that
      you
      elect to include in the Prospectus: __________________

     

    
      	5.	
              Broker-Dealer
                Status:

            


    

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
o  No
o 

     

    
      	 	
              Note:

            	
              If
                yes, the SEC’s staff has indicated that you should be identified as an
                underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
o  No
o 

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
o  No
o 

     

    Note:
      If
      no, the SEC’s staff has indicated that you should be identified as an
      underwriter in the Registration Statement.

     

    
      	 	
              (d)
                

            	
              If
                your answer to question 5(b) is Yes and your answer to question 5(c)
                is
                No, please provide the following
                information:

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    A.
      Please
      describe the affiliation between the Selling Securityholder and any registered
       broker-dealers:

     

    
      

      

      

    

    
       

    

    B.
      If the
      Registrable Securities were purchased by the Selling Securityholder other than
      in the ordinary course of business, please describe the
      circumstances:

     

    
      

      

      

    

    
      
         

      

    

    C.
      If the
      Selling Securityholder, at the time of its purchase of the Registrable
      Securites, had any agreements or understandings, directly or indirectly, with
      any person to distribute the Registrable Securities, please describe such
      agreements or understandings:

     

    
      

    

    
      
 

    
      	6.	
              Beneficial
                Ownership of Other Securities of SkyTerra Owned by the Selling
                Securityholder.

            


    

     

    Except
      as set forth below in this Item 6, the undersigned is not the beneficial or
      registered owner of any securities of SkyTerra other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      

      

    

     

    
      	7.	
              Relationships
                with SkyTerra:

            


    

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with SkyTerra (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

      

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	8.	
              Beneficial
                Ownership:

            


    

     

    (a) Please
      state the name of the person or entity who has voting or investment power over
      the Registrable Securities held by the Selling Securityholder. Please describe
      who has or shares: (i) voting power, which includes the power to vote, or to
      direct the voting of, such security; and/or, (ii) investment power, which
      includes the power to dispose, or to direct the disposition of, the Registrable
      Securities held by the Selling Securityholder directly or indirectly, through
      any contract, arrangement, understanding, relationship.

     

    
      

      

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Nature
      of
      Beneficial Ownership.

     

    If
      the
      name of the beneficial owner of the Registrable Securities set forth in your
      response to Item 8(a) above is that of a limited partnership, state the names
      of
      the general partners of such limited partnership:

     

      
        

      

    

    
      
 

    (c) With
      respect to each general partner listed in Item 8(b) above who is not a natural
      person, and is not publicly-held, name each shareholder (or holder of
      partnership interests, if applicable) of such general partner. If any of these
      named shareholders are not natural persons or publicly-held entities, please
      provide the same information. This process should be repeated until you reach
      natural persons or a publicly-held entity.

    
      

      

    

     

    (d) Name
      of
      your controlling shareholder(s) (the "Controlling Entity"). If the Controlling
      Entity is not a natural person and is not a publicly-held entity, name each
      shareholder of such Controlling Entity. If any of these named shareholders
      are
      not natural persons or publicly-held entities, please provide the same
      information. This process should be repeated until you reach natural persons
      or
      a publicly-held entity.

     

    
      
        	
              	(e)	
                (i)   
                  Full legal name of Controlling Entity(ies) or natural person(s)
                  who have
                  sole or shared voting or dispositive power over the Registrable
                  Securities:

              


      

    

     

    
      	
            	(ii)	
              Business
                address (including street address) (or residence if no business address),
                telephone number and facsimile number of such
                person(s):

            


    

     

    
      

    

    
      

    

     

    
      	 Address:
	                
              
	 	 
	Telephone
              No.:  	             
              
	 Fax
              No.: 	                           
              


    

     

    (iii) 
      Name of shareholders:

     

    
      

      

    

     

    (f)   
      (i)   
      Full legal name of Controlling Entity(ies):

    
      

      

    

     

    (ii)  
      Business address (including street address) (or residence if no business
      address), telephone number and facsimile number of such person(s):

     

    
      	Address:
              	                
              
	 	 
	                                  
                  
	 Fax
              No.: 	                           
              


    

     

    
      (iii)
        name of shareholders:

      
        

        

      

       

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    The
      undersigned agrees to promptly notify SkyTerra of any inaccuracies or changes
      in
      the information provided herein that may occur subsequent to the date hereof
      at
      any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 8 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by SkyTerra
      in
      connection with the preparation or amendment of the Registration Statement
      and
      the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Dated:
                

            	              
              	 	
              Beneficial
                Owner: 

            
	 	 	 	 	 
	 	 	 	
              By:

            	                      
              
	 	 	 	 	
              Name:

            
	 	 	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        9