Unassociated Document


    
      Exhibit
10.5


       

       

      NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW.  THE WARRANTS REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE
RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER
AND THIS WARRANT.

       

      Warrant
No. [___]

       

      WARRANT

       

      TO
PURCHASE 7,500,000 SHARES OF COMMON STOCK

       

      (SUBJECT
TO ADJUSTMENT)

       

      OF

       

      SKYTERRA
COMMUNICATIONS, INC.

       

      THIS
IS TO CERTIFY THAT       , or its registered
assigns, is entitled, at any time prior to the Expiration Date (such term, and
certain other capitalized terms used herein being hereinafter defined), to
purchase from SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), 7,500,000 shares of the Common Stock of the Company, (subject to
adjustment as provided herein), at a purchase price of $.01 per share (the
initial "Exercise Price", subject to adjustment as provided
herein).

       

      1.           DEFINITIONS

       

      As
used in this Warrant, the following terms have the respective meanings set forth
below:

       

      "Affiliate"
of any Person means any other Person which directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control
with such Person.  The term "control" (including the terms "controlled
by" and "under common control with") as used with respect to any Person means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

       

      "April
Warrants" shall mean warrants to be issued by the Company to Harbinger on April
1, 2009 (or such other time that the Company and Harbinger may agree) to
purchase an aggregate of 17,500,000 shares of Common Stock, and all warrants
issued upon transfer, division, or combination of, or in substitution of such
warrants.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      "Appraised
Value" per share of Common Stock as of a date specified herein shall mean the
value of such a share as of such date as determined by an investment bank of
nationally recognized standing selected by the Majority Warrant Holders and
reasonably acceptable to the Company.  If the investment bank selected
by the Majority Warrant Holders is not reasonably acceptable to the Company, and
the Company and the Majority Warrant Holders cannot agree on a mutually
acceptable investment bank, then the Company and the Majority Warrant Holders
shall each choose one such investment bank and the respective chosen firms shall
jointly select a third investment bank, which shall make the
determination.  The Company shall pay the costs and fees of each such
investment bank (including any such investment bank selected by the Majority
Warrant Holders), and the decision of the investment bank making such
determination of Appraised Value shall be final and binding on the Company and
all affected holders of Warrants or Warrant Stock. Such Appraised Value shall be
determined as a pro rata portion of the value of the Company taken as a whole,
based on the higher of (A) the value derived from a hypothetical sale of the
entire Company as a going concern by a willing seller to a willing buyer
(neither acting under any compulsion) and (B) the liquidation value of the
entire Company.  No discount shall be applied on account of (i) any
Warrants or Warrant Stock representing a minority interest, (ii) any lack of
liquidity of the Common Stock or the Warrants, (iii) the fact that the Warrants
or Warrant Stock may constitute "restricted securities" for securities law
purposes, (iv) the existence of any call option or (v) any other
grounds.

       

      "Business
Day" shall mean any day that is not a Saturday or Sunday or a day on which banks
are required or permitted to be closed in the State of New York.

       

      "Commission"
shall mean the Securities and Exchange Commission or any other federal agency
then administering the Securities Act and other federal securities
laws.

       

      "Common
Stock" shall mean the Voting Common Stock or the Non-Voting Common Stock, as
constituted on the Original Issue Date, and any capital stock into which such
Common Stock may thereafter be changed, and shall also include (i) capital stock
of the Company of any other class (regardless of how denominated) issued to the
holders of shares of any Common Stock upon any reclassification thereof which is
also not preferred as to dividends or liquidation over any other class of stock
of the Company and which is not subject to redemption, and (ii) shares of common
stock of any successor or acquiring corporation received by or distributed to
the holders of Common Stock of the Company in the circumstances contemplated by
Section 4.3 hereof.

       

      "Company"
means SkyTerra Communications, Inc., a Delaware corporation, and any successor
corporation.

       

      "Current
Market Price" shall mean as of any specified date the average of the daily
market price of one share of the Common Stock for the shorter of (x) the twenty
(20) consecutive Business Days immediately preceding such date or (y) the period
commencing on the Business Day next following the first public announcement by
the Company of any event giving rise to an adjustment of the Exercise Price
pursuant to Section 5 below and ending on the date of such event.  The
"daily market price" of one share of Common Stock for each such Business Day
shall be:  (i) if the Common Stock is then listed on a national
securities exchange, the last sale price of one share of Common Stock, regular
way, on such day on the principal stock exchange 

       

      
        
           

        

        
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      or
market system on which such Common Stock is then listed or admitted to trading,
or, if no such sale takes place on such day, the average of the closing bid and
asked prices for one share of Common Stock on such day as reported on such stock
exchange or market system or (ii) if the Common Stock is not then listed or
admitted to trading on any national securities exchange but is traded
over-the-counter, the average of the closing bid and asked prices for one share
of Common Stock as reported on the Electronic Bulletin Board or in the National
Daily Quotation Sheets, as applicable.

       

      "Designated
Office" shall have the meaning set forth in Section 10 hereof.

       

      "Encumbrance"
means any mortgage, pledge, hypothecation, claim, charge, security interest,
encumbrance, option, lien, put or call right, right of first offer or refusal,
proxy, voting right or other restrictions or limitations of any nature
whatsoever in respect of any property or asset, whether or not filed, recorded
or otherwise perfected under applicable law, other than (a) those resulting from
Taxes which have not yet become delinquent or (b) minor liens and encumbrances
that do not materially detract from the value of the property or asset, or
materially impair the operations of MSV or the Company or materially interfere
with the use of such property or asset.

       

      "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

       

      "Exercise
Date" shall have the meaning set forth in Section 2.1 hereof.

       

      "Exercise
Notice" shall have the meaning set forth in Section 2.1 hereof.

       

      "Exercise
Price" shall mean $0.01 per share of Common Stock, subject to adjustment as
provided herein.

       

      "Expiration
Date" shall mean January 6, 2014.

       

      "Fair
Value" per share of Common Stock as of any specified date shall mean (A) if the
Common Stock is publicly traded on such date, the Current Market Price per
share, or (B) if the Common Stock is not publicly traded on such date, (1) the
fair market value per share of Common Stock as determined in good faith by the
Board of Directors of the Company and set forth in a written notice to each
Holder or (2) if the Majority Warrant Holders object in writing to such price as
determined by the Board of Directors within thirty (30) days after receiving
notice of same, the Appraised Value per share as of such date.  For
the avoidance of doubt and notwithstanding the foregoing, the Fair Value per
share of Voting Common Stock and Non-Voting Common Stock shall, at all times, be
deemed to be the same.  Fair Value with respect to property, services
or other consideration shall be calculated in a similar manner.

       

      "FCC"
shall mean the Federal Communications Commission.

       

      "Harbinger"
shall mean Harbinger Capital Partners Master Fund I, Ltd. or Harbinger Capital
Partners Special Situations Fund, L.P. or any of their respective
Affiliates.

       

      
        
           

        

        
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      "Holder"
shall mean (a) with respect to this Warrant, the Person in whose name the
Warrant set forth herein is registered on the books of the Company maintained
for such purpose and (b) with respect to any other Warrant or shares of Warrant
Stock, the Person in whose name such Warrant or Warrant Stock is registered on
the books of the Company maintained for such purpose.

       

      “HSR
Act” means the Hart-Scott-Rodino Antitrust Improvements Act of
1976.

       

      "Majority
Warrant Holders", with respect to a given determination, shall mean the Holders
of Warrants and April Warrants (to the extent issued) representing more than
fifty percent (50%) of all Common Stock issuable upon exercise of all
outstanding Warrants and April Warrants (taken together).

       

      “Master
Contribution Agreement” shall mean the Master Contribution and Support Agreement
dated July 24, 2008, 2008 among Harbinger Capital Partners Master Fund I, Ltd.,
Harbinger Capital Partners Special Situations Fund, L.P., Harbinger
Co-Investment Fund, L.P., the Company, MSV and Mobile Satellite Ventures
Subsidiary LLC.

       

      "MSV"
shall mean Mobile Satellite Ventures LP, a Delaware limited
partnership.

       

      "MSV
Finance Co." shall mean Mobile Satellite Ventures Finance Co., a Delaware
corporation.

       

      "Non-Voting
Common Stock" shall mean the non-voting common stock, par value $0.01 per share,
of the Company.

       

      "Notes"
shall mean the 16.0% Senior Notes due 2013 of MSV and MSV Finance
Co.

       

      "Opinion
of Counsel" means a written opinion of outside counsel experienced in Securities
Act matters chosen by the Holder of this Warrant or Warrant Stock issued upon
the exercise hereof and reasonably acceptable to the Company.

       

      "Original
Issue Date" shall mean January 6, 2009.

       

      "Original
Warrants" shall mean all of the Warrants issued by the Company to Harbinger on
January 6, 2009 to purchase an aggregate of 7,500,000 shares of Common
Stock.

       

      "Outstanding"
shall mean, when used with reference to Common Stock, at any date as of which
the number of shares thereof is to be determined, all issued shares of Common
Stock, whether Voting Common Stock or Non-Voting Common Stock, as the case may
be, except shares then owned or held by or for the account of the Company or any
Subsidiary, and shall include all shares issuable in respect of outstanding
scrip or any certificates representing fractional interests in shares of Common
Stock.

       

      "Person"
shall mean any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal 

       

      
        
           

        

        
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      or
otherwise, including, without limitation, any instrumentality, division, agency,
body or department thereof).

       

      "Restricted
Common Stock" shall mean shares of Common Stock which are, or which upon their
issuance on the exercise of this Warrant would be, evidenced by a certificate
bearing the restrictive legend set forth in Section 8.2(a) hereof.

       

      "Securities
Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.

       

      "Share
Withholding Option" has the meaning set forth in Section 2.1
hereof.

       

      "Subsidiary"
shall mean any corporation, association or other business entity (i) at least
50% of the outstanding voting securities of which are at the time owned or
controlled directly or indirectly by the Company; or (ii) with respect to which
the Company possesses, directly or indirectly, the power to direct or cause the
direction of the affairs or management of such person.

       

      “Tax”
or “Taxes” means any and all taxes, charges, fees, levies, imposts, duties or
other assessments of any kind whatsoever, imposed by or payable to any federal,
state, provincial, local, or foreign tax authority, including any gross income,
net income, alternative or add on minimum, franchise, profits or excess profits,
gross receipts, estimated, capital, goods, services, documentary, use, transfer,
ad valorem, business rates, value added, sales, customs, real or personal
property, capital stock, license, payroll, withholding or back up withholding,
employment, social security, workers’ compensation, unemployment compensation,
utility, severance, production, excise, stamp, occupation, premium, windfall
profits, occupancy, transfer, gains taxes, together with any interest,
penalties, additions to tax or additional amounts imposed with respect
thereto.

       

      "Transfer"
shall mean any disposition of any Warrant or Warrant Stock or of any interest
therein, which would constitute a "sale" thereof or a transfer of a beneficial
interest therein within the meaning of the Securities Act.

       

      "Voting
Common Stock" shall mean the voting common stock, par value $0.01 per share, of
the Company.

       

      "Warrant
Price" shall mean an amount equal to (i) the number of shares of Common Stock
being purchased upon exercise of this Warrant pursuant to Section 2.1 hereof,
multiplied by (ii) the Exercise Price as of the date of such
exercise.

       

      "Warrants"
shall mean the Original Warrants and all warrants issued upon transfer, division
or combination of, or in substitution for, such Original
Warrants.  All Warrants shall at all times be identical as to terms
and conditions, except as to the number of shares of Common Stock for which they
may be exercised and their date of issuance.

       

      "Warrant
Stock" generally shall mean the shares of Common Stock issued, issuable or both
(as the context may require) upon the exercise of Warrants.

       

      
        
           

        

        
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      2.           EXERCISE
OF WARRANT

       

      2.1           Manner of
Exercise.

       

      (a)           From and after the Original Issue Date
and until 5:00 P.M., New York time, on the Expiration Date, the Holder of this
Warrant may, from time to time, exercise this Warrant, on any Business Day, for
up to 7,500,000 shares of
Common Stock.  In order to exercise this Warrant, in whole or in part,
the Holder shall (i) deliver to the Company at its Designated Office a written
notice of the Holder's election to exercise this Warrant (an "Exercise Notice"),
which Exercise Notice shall be irrevocable and specify the
number of shares of Non-Voting Common Stock and/or Voting Common Stock to be
purchased, together with this Warrant and (ii) pay to the Company the Warrant
Price (the date on which both such delivery and payment shall have first taken place being hereinafter
sometimes referred to as the "Exercise Date").  Such Exercise Notice
shall be in the form of the subscription form appearing at the end of this
Warrant as Annex A, duly executed by the Holder or its duly
authorized agent or attorney.  For the
avoidance of doubt, subject to the other conditions set forth in Sections
2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion,
exercise the Warrant for shares of Voting Common Stock, shares of
Non-Voting Common Stock or
any combination thereof.

       

      (b)           Upon receipt by the Company of such
Exercise Notice, Warrant and payment, the Company shall, as promptly as
practicable, and in any event within five (5) Business Days thereafter, execute
(or cause to be executed) and deliver (or cause to be delivered) to
the Holder a certificate or certificates representing the aggregate number of
full shares of Common Stock issuable upon such exercise, together with cash in
lieu of any fraction of a share, as hereafter provided.  The stock certificate or certificates so
delivered shall be, to the extent possible, in such denomination or
denominations as the exercising Holder shall reasonably request in the Exercise
Notice and shall be registered in the name of the Holder or, subject to Section 8 below, such other name as
shall be designated in the Exercise Notice.  This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and the Holder or any other Person so
designated to be named therein shall be deemed
to have become a holder of record of such shares for all purposes, as of the
Exercise Date.  Notwithstanding the foregoing, in the event that the
rules of any stock exchange or automatic quotation system on which
the Company's Common Stock is then listed,
traded or quoted requires shareholder approval prior to the issuance of any or
all of the Warrant Stock (or the conversion of Non-Voting Common Stock into
Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of
Warrant Stock that can be issued without shareholder approval, without regard to
any shares of Warrant Stock otherwise required to be issued in excess of such
maximum number of shares of Warrant Stock, and shall promptly after receipt of such shareholder
approval issue the balance of the number of shares of Warrant Stock for which
this Warrant has been exercised.  The Company shall use its
reasonable best efforts to obtain such shareholder approval as soon as
reasonably possible,
including, without limitation, filing all proxy statements or information
statements, necessary or convenient to obtain such consent.

       

      (c)           Notwithstanding anything to the contrary
contained herein, prior to the issuance of the Warrant Stock or, in
the event that the Warrant
Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange
of such Warrant Stock, the Holder or 

       

      
        
           

        

        
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      its permitted assigns on the one hand,
and the Company on the other hand, shall have satisfied any and all
applicable legal or regulatory requirements for
conversion, including compliance with the HSR Act and FCC
requirements.  The Company shall use its reasonable best efforts in
cooperating with such Holder to obtain such legal or regulatory approvals to the
extent its cooperation is
necessary.  The Company shall pay all necessary filing fees and
reasonable out-of-pocket expenses to obtain such legal or regulatory
approvals.

       

      (d)           Payment of the Warrant Price shall be
made at the option of the Holder by one or more of the following methods: (i) by delivery of a
certified or official bank check in the amount of such Warrant Price payable to
the order of the Company, (ii) by instructing the Company to withhold a number
of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair
Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by
surrendering to the Company, Notes previously acquired by the Holder with an
aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of
the Note shall be its principal amount plus any accrued
interest to that day, or
(iv) by surrendering to the Company shares of Common Stock previously acquired
by the Holder with an aggregate Fair Value equal to such Warrant Price.  In the event
of any withholding of Warrant Stock or surrender of Notes or Common Stock
pursuant to clause (ii), (iii) or (iv) above where the number of shares whose
Fair Value (as measured on the Exercise Date) is equal to the Warrant
Price is not a whole number, the number of
shares withheld by or surrendered to the Company shall be rounded up to the
nearest whole share and the Company shall make a cash payment to the Holder
based on the incremental fraction of a share being so withheld by or surrendered to the Company in an
amount determined in accordance with Section 2.3
hereof.  Notwithstanding any provision herein to the contrary, the
Company shall not be required to register shares of Common Stock in the name of
any Person who acquired this Warrant (or part hereof) or any
shares of Warrant Stock otherwise than in accordance with this
Warrant.

       

      (e)           If this Warrant shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing the shares of Common Stock being issued,
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase the unpurchased shares of Common Stock called for by this
Warrant.  Such new Warrant shall in all other respects be identical to
this Warrant.

       

      (f)           Subject to Section 2.1(g), all Warrants delivered for exercise shall
be canceled by the Company.

       

      (g)           Notwithstanding anything to the contrary
in this Warrant, if, at the time that the Holder of this Warrant elects to
exercise this Warrant, in whole or in part, the Company does not have a
sufficient number of authorized and issued shares of Non-Voting Common Stock
sufficient to permit such Holder to receive a complete allotment of Non-Voting
Common Stock pursuant its election under Section 2.1(a), such election shall be deemed to be for a
number of shares of Non-Voting Common Stock equal to the number of shares of
Non-Voting Common Stock then authorized but unissued by the
Company.

       

      2.2           Payment of
Taxes.  All
shares of Warrant Stock issuable upon the exercise of this Warrant pursuant to
the terms hereof shall be validly issued, fully paid and nonassessable, issued
without violation of any preemptive or similar rights of any stockholder of


       

      
        
           

        

        
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      the
Company and free and clear of all Encumbrances (other than any created by
actions of the Holder). The Company shall pay all expenses in connection with,
and all Taxes and other governmental charges that may be imposed with respect
to, the issue or delivery thereof, unless such Tax or charge is imposed by law
upon the Holder. The Company shall not, however, be required to pay any Tax or
governmental charge which may be payable in respect of any Transfer involved in
the issue and delivery of shares of Warrant Stock issuable upon exercise of this
Warrant in a name other than that of the holder of the Warrants to be exercised,
and no such issue or delivery shall be made unless and until the Person
requesting such issue has paid to the Company the amount of any such Tax, or has
established to the satisfaction of the Company that such Tax has been paid. The
Company shall not be required to reimburse the Holder or any other Person for
any income, withholding, franchise, or similar Taxes or governmental charges
(whether collected by withholding or otherwise and whether imposed on the gross
amount of any payment or otherwise) paid by the Company or imposed on the Holder
with respect to the exercise or issuance of the Warrant or issuance of any
Warrant Stock or on or with respect to any payments made on or with respect to
the Warrant or Warrant Stock.

      


      2.3           Fractional
Shares.  The
Company shall not be required to issue a fractional share of Common Stock upon
exercise of any Warrant.  As to any fraction of a share that the
Holder of one or more Warrants, the rights under which are exercised in the same
transaction, would otherwise be entitled to purchase upon such exercise, the
Company shall pay to such Holder an amount in cash equal to such fraction
multiplied by the Fair Value of one share of Common Stock on the Exercise
Date.

       

      3.           TRANSFER,
DIVISION AND COMBINATION

      


      3.1           Transfer.  Subject
to compliance with Section 8 hereof, each transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the
Designated Office, together with a written assignment of this Warrant in the
form of Annex B hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer Taxes described in Section 2.2 in
connection with the making of such transfer.  Upon such surrender and
delivery and, if required, such payment, the Company shall, subject to Section
8, execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned and this Warrant shall promptly be
cancelled.  A Warrant, if properly assigned in compliance with Section
8, may be exercised by the new Holder for the purchase of shares of Common Stock
without having a new Warrant issued.

       

      3.2           Division and
Combination.  Subject
to compliance with the applicable provisions of this Warrant including, without
limitation, Section 8, this Warrant may be divided or combined with other
Warrants upon presentation hereof at the Designated Office, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney.  Subject
to compliance with the applicable provisions of this Warrant as to any transfer
which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

       

      
        
           

        

        
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      3.3           Expenses.  The
Company shall prepare, issue and deliver at its own expense any new Warrant or
Warrants required to be issued under this Section 3 (other than pursuant to
Section 2.2 and 3.1 hereof).

       

      3.4           Maintenance
of Books.  The
Company agrees to maintain, at the Designated Office, books for the registration
and transfer of the Warrants.

       

      4.           ANTIDILUTION
PROVISIONS

       

      The
Exercise Price shall be subject to adjustment from time to time as
follows:

       

      4.1           Upon Stock
Dividends, Subdivisions or Splits.  If,
at any time after the Original Issue Date, the number of shares of Common Stock
outstanding is increased by a stock dividend payable in shares of Common Stock
or by a subdivision or split-up of shares of Common Stock, then, following the
record date for the determination of holders of Common Stock entitled to receive
such stock dividend, or to be affected by such subdivision or split-up, the
number of shares issuable upon exercise of the Warrant shall be proportionately
increased by multiplying such number by a fraction, the numerator of which is
the number of shares of Common Stock Outstanding immediately after such increase
in Outstanding shares and the denominator of which is the number of shares of
Common Stock Outstanding immediately prior to such increase.

       

      4.2           Upon
Combinations or Reverse Stock Splits.  If,
at any time after the Original Issue Date, the number of shares of Common Stock
Outstanding is decreased by a combination or reverse stock split of the
Outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then, upon the record date to determine shares affected by such
combination or reverse stock split, (a) the Exercise Price shall be increased by
multiplying the Exercise Price by a fraction, the numerator of which is the
number of shares of Common Stock Outstanding immediately prior to such decrease
and the denominator of which is the number of shares of Common Stock Outstanding
immediately after such decrease in Outstanding shares, and (b) the number of
shares issuable upon exercise of the Warrant shall be proportionately decreased
by multiplying the same by the inverse of such fraction.

       

      4.3           Upon
Reclassifications, Reorganizations, Consolidations or Mergers.  In
the event of any capital reorganization of the Company, any reclassification of
the stock of the Company (other than a change in par value or from par value to
no par value or from no par value to par value or as a result of a stock
dividend or subdivision, split up or combination of shares), or any
consolidation or merger of the Company with or into another Person (where the
Company is not the surviving Person or where there is a change in or
distribution with respect to the Common Stock), each Warrant shall after such
reorganization, reclassification, consolidation, or merger be exercisable for
the kind and number of shares of stock or other securities or property of the
Company or of the successor Person resulting from such consolidation or
surviving such merger, if any, to which the holder of the number of shares of
Common Stock deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such Warrant would
have been entitled upon such reorganization, reclassification, consolidation or
merger.  The provisions of this Section 4.3 shall similarly apply to
successive reorganizations, reclassifications, consolidations, or
mergers.  The 

       

      
        
           

        

        
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      Company
shall not effect any such reorganization, reclassification, consolidation or
merger unless, prior to the consummation thereof, the successor Person (if other
than the Company) resulting from such reorganization, reclassification,
consolidation or merger, shall assume, by written instrument, the obligation to
deliver to the Holders of the Warrant such shares of stock, securities or
assets, which, in accordance with the foregoing provisions, such Holders shall
be entitled to receive upon such conversion.

       

      
        	
                5.

              	
                NO
      IMPAIRMENT; REGULATORY COMPLIANCE AND COOPERATION; NOTICE OF
      EXPIRATION

              


      

       

      (a)           The Company shall not by any action,
including, without limitation, amending its charter documents or through any
reorganization, reclassification, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other similar voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect the rights of
the Holder against impairment.  Without limiting the generality of the
foregoing, the Company shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, free and clear of all
Encumbrances (other than any created by actions of
the Holder), and shall use
its best efforts to obtain all such authorizations, exemptions or
consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

       

      (b)           The Company shall deliver to each Holder
of Warrants after the 60th day but before the 30th day prior to the Expiration Date, advance notice of
such Expiration Date.  If the Company fails to fulfill in a timely
manner the notice obligation set forth in the prior sentence, it shall provide
such notice as soon as possible thereafter.

       

      
        	
                6.

              	
                RESERVATION
      AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY
      GOVERNMENTAL AUTHORITY

              


      

       

      From
and after the Original Issue Date, the Company shall use its best efforts to
reserve and keep available for issuance upon the exercise of the Warrants such
number of its authorized but unissued shares of Non-Voting Common Stock and
Voting Common Stock, as will be sufficient to permit the exercise in full of all
outstanding Warrants; provided that if, at any time after the Original Issue
Date, the Company does not have available for issuance authorized but unissued
shares of Non-Voting Common Stock and Voting Common Stock, as will be sufficient
to permit the exercise in full of all outstanding Warrants, and the Company
shall pay a dividend (other than a dividend for which an adjustment is made
pursuant to Section 4.1) or otherwise distribute to all holders of its shares of
Common Stock cash, evidences of its indebtedness or assets, then the Holder
shall be entitled to also receive such dividend or distribution on the date it
is paid in an amount which it would have received if the Holder had exercised
the Warrants held by the Holder immediately prior to the date of such dividend
or distribution without duplication of any right of the Holder to receive such
dividend or distribution pursuant to the Master Contribution
Agreement.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      All
shares of Common Stock issuable pursuant to the terms hereof, when issued upon
exercise of this Warrant with payment therefor in accordance with the terms
hereof, shall be duly and validly issued and fully paid and nonassessable, not
subject to preemptive rights and shall be free and clear of all Encumbrances
(other than Encumbrances created by actions of a Holder).  Before
taking any action that would result in an adjustment in the number of shares of
Common Stock for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction over such action.  Subject to the provisos in Section
2.1(b) and (c) herein, if any shares of Common Stock required to be reserved for
issuance upon exercise of Warrants require registration or qualification with
any governmental authority under any federal or state law (other than under the
Securities Act or any state securities law) before such shares may be so issued,
the Company will in good faith and as expeditiously as possible and at its
expense endeavor to cause such shares to be duly registered.

       

      
        	
                7.

              	
                NOTICE
      OF CORPORATE ACTIONS; TAKING OF RECORD; TRANSFER
  BOOKS

              


      

       

      7.1           Notices of
Corporate Actions.

       

      In
case:

       

      (a)           the Company shall take an action or an
event shall occur, that would require an Exercise Price adjustment pursuant to
Section 4; or

       

      (b)           the Company shall grant to the holders of its Common Stock
rights or warrants to subscribe for or purchase any shares of capital stock of
any class; or

       

      (c)           of any reclassification of the Common
Stock (other than a subdivision or combination of the Outstanding shares of
Common Stock), or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company;
or

       

      (d)           of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; or

       

      (e)           the Company or any Subsidiary shall
commence a tender offer for all or a portion of the Outstanding shares of Common
Stock (or shall amend any such tender offer to change the maximum number of shares being sought or
the amount or type of consideration being offered therefor);

       

      then
the Company shall cause to be filed at each office or agency maintained for such
purpose, and shall cause to be mailed to all Holders at their last addresses as
they shall appear in the stock register, at least 10 days prior to the
applicable record, effective or expiration date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or granting of rights or warrants, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record who will
be entitled to such dividend, distribution, rights or warrants are to be
determined, (y) the date on which such reclassification, 

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up, or (z) the date on which such tender
offer commenced, the date on which such tender offer is scheduled to expire
unless extended, the consideration offered and the other material terms thereof
(or the material terms of the amendment thereto). Such notice shall also set
forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action on the Exercise Price and the number and kind
or class of shares or other securities or property which shall be deliverable or
purchasable upon the occurrence of such action or deliverable upon exercise of
the Warrants. Neither the failure to give any such notice nor any defect therein
shall affect the legality or validity of any action described in clauses (a)
through (e) of this Section 7.1.

       

      7.2           Taking of
Record.  In
the case of all dividends or other distributions by the Company to the holders
of its Common Stock with respect to which any provision of any Section hereof
refers to the taking of a record of such holders, the Company will in each such
case take such a record as of the close of business on a Business
Day.

       

      7.3           Closing of Transfer
Books.  The
Company shall not at any time, except upon dissolution, liquidation or winding
up of the Company, close its stock transfer books or Warrant transfer books so
as to result in preventing or delaying the exercise or transfer of any
Warrant.

      


      8.           TRANSFER
RESTRICTIONS

       

      The
Holder, by acceptance of this Warrant, agrees to be bound by the provisions of
this Section 8.

       

      8.1           Restrictions
on Transfers.  Subject
to this Section 8.1, Holder may transfer this Warrant or any shares of
Restricted Common Stock or cause a portion of this Warrant to be
transferred.  Neither this Warrant, any portion hereof nor any shares
of Restricted Common Stock issued upon the exercise hereof shall be transferred,
sold, assigned, exchanged, mortgaged, pledged, hypothecated, or otherwise
disposed of or encumbered without compliance with, and they are otherwise
restricted by, the provisions of the Securities Act, the rules and regulations
thereunder and this Warrant.  Each certificate, if any, evidencing
such shares of Restricted Common Stock issued upon any such Transfer, other than
in a public offering pursuant to an effective registration statement, shall bear
the restrictive legend set forth in Section 8.2(a), and each Warrant issued upon
such Transfer shall bear the restrictive legend set forth in Section 8.2(b),
unless the Holder delivers to the Company an Opinion of Counsel to the effect
that such legend is not required for the purposes of compliance with the
Securities Act.  Holders of the Warrants or the Restricted Common
Stock, as the case may be, shall not be entitled to Transfer such Warrants or
such Restricted Common Stock except in accordance with this Section
8.1.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      8.2           Restrictive
Legends.

       

      (a)           Except as otherwise provided in
this Section 8, each
certificate for Warrant Stock initially issued upon the exercise of this
Warrant, each certificate for Warrant Stock issued to any subsequent transferee
of any such certificate, shall be stamped or otherwise imprinted with two
legends in substantially the following
forms:  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED,
MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE
DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE
OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT AND THE RULES AND REGULATIONS
THEREUNDER."  "THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH
IN A CERTAIN WARRANT DATED JANUARY 6, 2009, ORIGINALLY ISSUED BY SKYTERRA
COMMUNICATIONS, INC. (THE "WARRANT") PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE
ISSUED.  A COPY OF THE WARRANT IS AVAILABLE AT THE EXECUTIVE OFFICES
OF SKYTERRA COMMUNICATIONS, INC."

       

      (b)           Except as otherwise provided in this
Section 8, each Warrant shall be stamped or otherwise imprinted with a legend in
substantially the following
form:  "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THE WARRANTS
REPRESENTED BY THIS CERTIFICATE AND THE STOCK ISSUABLE UPON EXERCISE
HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED,
HYPOTHECATED OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE
PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND
REGULATIONS THEREUNDER AND THIS WARRANT."

       

      8.3           Termination
of Securities Law Restrictions.  Notwithstanding
the  foregoing provisions of this Section 8, the restrictions imposed
by Section 8.1 upon the transferability of the Warrants and the Restricted
Common Stock and the legend requirements of Section 8.2 shall terminate as to
any particular Warrant or shares of Restricted Common Stock when the Company
shall have received from the Holder thereof an Opinion of Counsel to the effect
that such legend is not required in order to ensure compliance with the
Securities Act.  Whenever the restrictions imposed by Sections 8.1 and
8.2 shall terminate as to this Warrant, as hereinabove provided, the Holder
hereof shall be entitled to receive from the Company, at the expense of the
Company, a new Warrant not bearing the restrictive legend set forth in Section
8.2(b).

       

      All
Warrants issued upon registration of transfer, division or combination of, or in
substitution for, any Warrant or Warrants entitled to bear such legend shall
have a similar legend endorsed thereon.  Whenever the restrictions
imposed by this Section shall terminate as to any share of 

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      Restricted
Common Stock, as hereinabove provided, the Holder thereof shall be entitled to
receive from the Company, at the Company's expense, a new certificate
representing such Common Stock not bearing the restrictive legend set forth in
Section 8.2(a).

       

      9.           LOSS
OR MUTILATION

       

      Upon
receipt by the Company from any Holder of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and an indemnity reasonably satisfactory to it (it being understood that
the written indemnification agreement of or affidavit of loss of the Holder,
shall be a sufficient indemnity) and, in case of mutilation, upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a new
Warrant of like tenor to such Holder; provided, however, that, in the case of
mutilation, no indemnity shall be required if this Warrant in identifiable form
is surrendered to the Company for cancellation.

       

      10.           OFFICE
OF THE COMPANY

       

      As
long as any of the Warrants remain outstanding, the Company shall maintain an
office or agency, which may be the principal executive offices of the Company
(the "Designated Office"), where the Warrants may be presented for exercise,
registration of transfer, division or combination as provided in this
Warrant.  Such Designated Office shall initially be the office of the
Company at 10802 Parkridge Boulevard, Reston, Virginia 20191.  The
Company may from time to time change the Designated Office to another office of
the Company or its agent within the United States by notice given to all
registered Holders at least ten (10) Business Days prior to the effective date
of such change.

       

      11.           MISCELLANEOUS

      


      11.1        Nonwaiver.  No
course of dealing or any delay or failure to exercise any right hereunder on the
part of the Company or the Holder shall operate as a waiver of such right or
otherwise prejudice the rights, powers or remedies of such Person.

       

      11.2        Notice
Generally.  Any
notice, demand, request, consent, approval, declaration, delivery or
communication hereunder to be made pursuant to the provisions of this Warrant
shall be sufficiently given or made if in writing and either delivered in person
with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

       

      (a)           if to any Holder of this Warrant or of
Warrant Stock issued upon the exercise hereof, at its last known address
appearing on the books of the Company maintained for such
purpose;

       

      (b)           if to the Company, at the Designated
Office;

       

      or
at such other address as may be substituted by notice given as herein provided.
The giving of any notice required hereunder may be waived in writing by the
party entitled to receive such notice.  Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on 

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      which
personally delivered, with receipt acknowledged, or three (3) Business Days
after the same shall have been deposited in the United States mail, or one (1)
Business Day after the same shall have been sent by Federal Express or another
recognized overnight courier service.

       

      11.3     
   Indemnification.  The
Company shall indemnify, save and hold harmless the Holder hereof and the
Holders of any Warrant Stock issued upon the exercise hereof from and against
any and all liability, loss, cost, damage, reasonable attorneys' and
accountants' fees and expenses, court costs and all other out of-pocket expenses
incurred in connection with or arising from any default hereunder by the
Company. This indemnification provision shall be in addition to the rights of
such Holder or Holders to bring an action against the Company for breach of
contract based on such default hereunder.

       

      11.4         Limitation
of Liability.  No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges of
the Holder hereof, shall give rise to any liability of such Holder to pay the
Exercise Price for any Warrant Stock other than pursuant to an exercise of this
Warrant or any liability as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.

       

      11.5         Remedies.  Each
Holder of Warrants and/or Warrant Stock, in addition to being entitled to
exercise its rights granted by law, including recovery of damages, shall be
entitled to specific performance of its rights provided under this
Warrant.  The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees, in an action for specific
performance, to waive the defense that a remedy at law would be
adequate.

       

      11.6         Successors
and Assigns.  Subject
to the provisions of Sections 3.1 and 8.1, this Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of the
Company and the permitted successors and assigns of the Holder
hereof.  The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and to the extent
applicable, all Holders of shares of Warrant Stock issued upon the exercise
hereof (including transferees), and shall be enforceable by any such
Holder.

       

      11.7         Amendment.  This
Warrant and all other Warrants may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Majority Warrant
Holders, provided that no such Warrant may be modified or amended to reduce the
number of shares of Common Stock for which such Warrant is exercisable or to
increase the price at which such shares may be purchased upon exercise of such
Warrant (before giving effect to any adjustment as provided therein) without the
written consent of the Holder thereof.

       

      11.8         Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Warrant.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      11.9         Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      11.10       GOVERNING
LAW; JURISDICTION.  IN
ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS WARRANT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.  THE COMPANY
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK,
SHALL HAVE, EXCEPT AS SET FORTH BELOW, EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY AND THE HOLDER OF THIS
WARRANT PERTAINING TO THIS WARRANT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT, PROVIDED, THAT IT IS ACKNOWLEDGED THAT ANY APPEALS FROM THOSE
COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK.

      


       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its
corporate seal to be impressed hereon and attested by its Secretary or an
Assistant Secretary.

       

       

      
        	 
      	
                SKYTERRA
      COMMUNICATIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

       

      [SEAL]

       

      Attest:

       

      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      ANNEX
A


       

      SUBSCRIPTION
FORM

       

      [To
be executed only upon exercise of Warrant]

       

      The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
for the purchase of ______ shares of Voting Common Stock and ________ shares of
Non-Voting Common Stock of SkyTerra Communications, Inc. and herewith makes
payment therefor in __________, all at the price and on the terms and conditions
specified in this Warrant and requests that certificates for the shares of such
Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to _________________
whose address is _______________________________ and, if such shares of Common
Stock shall not include all of the shares of Common Stock issuable as provided
in this Warrant, that a new Warrant of like tenor and date for the balance of
the shares of Common Stock issuable hereunder be delivered to the
undersigned.

       

      


       

      Method
of Payment of Exercise Price:

       

      ______________________________

       

      
        	 
      	 
      	 
      
	 
      	
                (Name
      of Registered Owner)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Signature
      of Registered Owner)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Street
      Address)

              	 
      
	 
      	 
      	 
      
	 
      	
                (City)
      (State) (Zip Code)

              	 
      


      

       

      
        	
                NOTICE:

              	
                The
      signature on this subscription must correspond with the name as written
      upon the face of the within Warrant in every particular, without
      alteration or enlargement or any change
  whatsoever.

              


      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ANNEX
B

       

      ASSIGNMENT
FORM

       

      FOR
VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells,
assigns and transfers unto the assignee named below all of the rights of the
under signed under this Warrant, with respect to the number of shares of Common
Stock set forth below:

      
        	
                Name
      and Address of Assignee

              	 
      	
                No.
      of Shares of

                Common
      Stock

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


       

      
 

       

      and
does hereby irrevocably constitute and appoint ________ _____________
attorney-in-fact to register such transfer onto the books of SkyTerra
Communications, Inc. maintained for the purpose, with full power of substitution
in the premises.

       

      


      
        	
                Dated:

              	
                Print
      Name:

              
	 
      	 
      
	
                Signature:

              	 
      
	 
      	
                Witness:

              


      

      


      


      


       

      
        	
                NOTICE:

              	
                The
      signature on this assignment must correspond with the name as written upon
      the face of the within Warrant in every particular, without alteration or
      enlargement or any change
whatsoever.

              


      

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      


       

      NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW.  THE WARRANTS REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE
RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER
AND THIS WARRANT.

       

      Warrant
No. [___]

       

      WARRANT

       

      TO
PURCHASE 17,500,000 SHARES OF COMMON STOCK

       

      (SUBJECT
TO ADJUSTMENT)

       

      OF

       

      SKYTERRA
COMMUNICATIONS, INC.

       

      THIS
IS TO CERTIFY THAT       , or its registered
assigns, is entitled, at any time from and after the Original Issue Date (such
term, and certain other capitalized terms used herein being hereinafter defined)
prior to the Expiration Date, to purchase from SKYTERRA COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), 17,500,000 shares of the Common Stock of
the Company, (subject to adjustment as provided herein), at a purchase price of
$.01 per share (the initial "Exercise Price", subject to adjustment as provided
herein).

       

      1.           DEFINITIONS

       

      As
used in this Warrant, the following terms have the respective meanings set forth
below:

       

      "Affiliate"
of any Person means any other Person which directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control
with such Person.  The term "control" (including the terms "controlled
by" and "under common control with") as used with respect to any Person means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

       

      "Appraised
Value" per share of Common Stock as of a date specified herein shall mean the
value of such a share as of such date as determined by an investment bank of
nationally recognized standing selected by the Majority Warrant Holders and
reasonably acceptable to the Company.  If the investment bank selected
by the Majority Warrant Holders is not reasonably acceptable to the Company, and
the Company and the Majority Warrant Holders cannot agree on 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      a
mutually acceptable investment bank, then the Company and the Majority Warrant
Holders shall each choose one such investment bank and the respective chosen
firms shall jointly select a third investment bank, which shall make the
determination.  The Company shall pay the costs and fees of each such
investment bank (including any such investment bank selected by the Majority
Warrant Holders), and the decision of the investment bank making such
determination of Appraised Value shall be final and binding on the Company and
all affected holders of Warrants or Warrant Stock. Such Appraised Value shall be
determined as a pro rata portion of the value of the Company taken as a whole,
based on the higher of (A) the value derived from a hypothetical sale of the
entire Company as a going concern by a willing seller to a willing buyer
(neither acting under any compulsion) and (B) the liquidation value of the
entire Company.  No discount shall be applied on account of (i) any
Warrants or Warrant Stock representing a minority interest, (ii) any lack of
liquidity of the Common Stock or the Warrants, (iii) the fact that the Warrants
or Warrant Stock may constitute "restricted securities" for securities law
purposes, (iv) the existence of any call option or (v) any other
grounds.

       

      "Business
Day" shall mean any day that is not a Saturday or Sunday or a day on which banks
are required or permitted to be closed in the State of New York.

       

      "Commission"
shall mean the Securities and Exchange Commission or any other federal agency
then administering the Securities Act and other federal securities
laws.

       

      "Common
Stock" shall mean the Voting Common Stock or the Non-Voting Common Stock, as
constituted on the Original Issue Date, and any capital stock into which such
Common Stock may thereafter be changed, and shall also include (i) capital stock
of the Company of any other class (regardless of how denominated) issued to the
holders of shares of any Common Stock upon any reclassification thereof which is
also not preferred as to dividends or liquidation over any other class of stock
of the Company and which is not subject to redemption, and (ii) shares of common
stock of any successor or acquiring corporation received by or distributed to
the holders of Common Stock of the Company in the circumstances contemplated by
Section 4.3 hereof.

       

      "Company"
means SkyTerra Communications, Inc., a Delaware corporation, and any successor
corporation.

       

      "Current
Market Price" shall mean as of any specified date the average of the daily
market price of one share of the Common Stock for the shorter of (x) the twenty
(20) consecutive Business Days immediately preceding such date or (y) the period
commencing on the Business Day next following the first public announcement by
the Company of any event giving rise to an adjustment of the Exercise Price
pursuant to Section 5 below and ending on the date of such event.  The
"daily market price" of one share of Common Stock for each such Business Day
shall be:  (i) if the Common Stock is then listed on a national
securities exchange, the last sale price of one share of Common Stock, regular
way, on such day on the principal stock exchange or market system on which such
Common Stock is then listed or admitted to trading, or, if no such sale takes
place on such day, the average of the closing bid and asked prices for one share
of Common Stock on such day as reported on such stock exchange or market system
or (ii) if the Common Stock is not then listed or admitted to trading on any
national securities exchange but is traded over-the-counter, the average of the
closing bid and asked prices for one share of 

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Common
Stock as reported on the Electronic Bulletin Board or in the National Daily
Quotation Sheets, as applicable.

       

      "Designated
Office" shall have the meaning set forth in Section 10 hereof.

       

      "Encumbrance"
means any mortgage, pledge, hypothecation, claim, charge, security interest,
encumbrance, option, lien, put or call right, right of first offer or refusal,
proxy, voting right or other restrictions or limitations of any nature
whatsoever in respect of any property or asset, whether or not filed, recorded
or otherwise perfected under applicable law, other than (a) those resulting from
Taxes which have not yet become delinquent or (b) minor liens and encumbrances
that do not materially detract from the value of the property or asset, or
materially impair the operations of MSV or the Company or materially interfere
with the use of such property or asset.

       

      "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

       

      "Exercise
Date" shall have the meaning set forth in Section 2.1 hereof.

       

      "Exercise
Notice" shall have the meaning set forth in Section 2.1 hereof.

       

      "Exercise
Price" shall mean $0.01 per share of Common Stock, subject to adjustment as
provided herein.

       

      "Expiration
Date" shall mean January 6, 2014.

       

      "Fair
Value" per share of Common Stock as of any specified date shall mean (A) if the
Common Stock is publicly traded on such date, the Current Market Price per
share, or (B) if the Common Stock is not publicly traded on such date, (1) the
fair market value per share of Common Stock as determined in good faith by the
Board of Directors of the Company and set forth in a written notice to each
Holder or (2) if the Majority Warrant Holders object in writing to such price as
determined by the Board of Directors within thirty (30) days after receiving
notice of same, the Appraised Value per share as of such date.  For
the avoidance of doubt and notwithstanding the foregoing, the Fair Value per
share of Voting Common Stock and Non-Voting Common Stock shall, at all times, be
deemed to be the same.  Fair Value with respect to property, services
or other consideration shall be calculated in a similar manner.

       

      "FCC"
shall mean the Federal Communications Commission.

       

      "Harbinger"
shall mean Harbinger Capital Partners Master Fund I, Ltd. or Harbinger Capital
Partners Special Situations Fund, L.P. or any of their respective
Affiliates.

       

      "Holder"
shall mean (a) with respect to this Warrant, the Person in whose name the
Warrant set forth herein is registered on the books of the Company maintained
for such purpose and (b) with respect to any other Warrant or shares of Warrant
Stock, the Person in whose name such Warrant or Warrant Stock is registered on
the books of the Company maintained for such purpose.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      “HSR
Act” means the Hart-Scott-Rodino Antitrust Improvements Act of
1976.

       

      “January
Warrants” shall mean warrants issued by the Company to Harbinger on January 6,
2009 to purchase an aggregate of 7,500,000 shares of Common Stock, and all
warrants issued upon transfer, division or combination of, or in substitution
for such warrants.

       

      "Majority
Warrant Holders", with respect to a given determination, shall mean the Holders
of Warrants and January Warrants representing more than fifty percent (50%) of
all Common Stock issuable upon exercise of all outstanding Warrants and January
Warrants (taken together).

       

      “Master
Contribution Agreement” shall mean the Master Contribution and Support Agreement
dated July 24, 2008, 2008 among Harbinger Capital Partners Master Fund I, Ltd.,
Harbinger Capital Partners Special Situations Fund, L.P., Harbinger
Co-Investment Fund, L.P., the Company, MSV and Mobile Satellite Ventures
Subsidiary LLC.

       

      "MSV"
shall mean Mobile Satellite Ventures LP, a Delaware limited
partnership.

       

      "MSV
Finance Co." shall mean Mobile Satellite Ventures Finance Co., a Delaware
corporation.

       

      "Non-Voting
Common Stock" shall mean the non-voting common stock, par value $0.01 per share,
of the Company.

       

      "Notes"
shall mean the 16.0% Senior Notes due 2013 of MSV and MSV Finance
Co.

       

      "Opinion
of Counsel" means a written opinion of outside counsel experienced in Securities
Act matters chosen by the Holder of this Warrant or Warrant Stock issued upon
the exercise hereof and reasonably acceptable to the Company.

       

      "Original
Issue Date" shall mean April 1, 2009.

       

      "Original
Warrants" shall mean all of the Warrants issued by the Company to Harbinger on
April 1, 2009 to purchase an aggregate of 17,500,000 shares of Common
Stock.

       

      "Outstanding"
shall mean, when used with reference to Common Stock, at any date as of which
the number of shares thereof is to be determined, all issued shares of Common
Stock, whether Voting Common Stock or Non-Voting Common Stock, as the case may
be, except shares then owned or held by or for the account of the Company or any
Subsidiary, and shall include all shares issuable in respect of outstanding
scrip or any certificates representing fractional interests in shares of Common
Stock.

       

      "Person"
shall mean any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      "Restricted
Common Stock" shall mean shares of Common Stock which are, or which upon their
issuance on the exercise of this Warrant would be, evidenced by a certificate
bearing the restrictive legend set forth in Section 8.2(a) hereof.

       

      "Securities
Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.

       

      "Share
Withholding Option" has the meaning set forth in Section 2.1
hereof.

       

      "Subsidiary"
shall mean any corporation, association or other business entity (i) at least
50% of the outstanding voting securities of which are at the time owned or
controlled directly or indirectly by the Company; or (ii) with respect to which
the Company possesses, directly or indirectly, the power to direct or cause the
direction of the affairs or management of such person.

       

      “Tax”
or “Taxes” means any and all taxes, charges, fees, levies, imposts, duties or
other assessments of any kind whatsoever, imposed by or payable to any federal,
state, provincial, local, or foreign tax authority, including any gross income,
net income, alternative or add on minimum, franchise, profits or excess profits,
gross receipts, estimated, capital, goods, services, documentary, use, transfer,
ad valorem, business rates, value added, sales, customs, real or personal
property, capital stock, license, payroll, withholding or back up withholding,
employment, social security, workers’ compensation, unemployment compensation,
utility, severance, production, excise, stamp, occupation, premium, windfall
profits, occupancy, transfer, gains taxes, together with any interest,
penalties, additions to tax or additional amounts imposed with respect
thereto.

       

      "Transfer"
shall mean any disposition of any Warrant or Warrant Stock or of any interest
therein, which would constitute a "sale" thereof or a transfer of a beneficial
interest therein within the meaning of the Securities Act.

       

      "Voting
Common Stock" shall mean the voting common stock, par value $0.01 per share, of
the Company.

       

      "Warrant
Price" shall mean an amount equal to (i) the number of shares of Common Stock
being purchased upon exercise of this Warrant pursuant to Section 2.1 hereof,
multiplied by (ii) the Exercise Price as of the date of such
exercise.

       

      "Warrants"
shall mean the Original Warrants and all warrants issued upon transfer, division
or combination of, or in substitution for, such Original
Warrants.  All Warrants shall at all times be identical as to terms
and conditions, except as to the number of shares of Common Stock for which they
may be exercised and their date of issuance.

       

      "Warrant
Stock" generally shall mean the shares of Common Stock issued, issuable or both
(as the context may require) upon the exercise of Warrants.

      


      2.           EXERCISE
OF WARRANT

       

      2.1           Manner of
Exercise.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      (a)           From and after the Original Issue Date and until 5:00 P.M., New York time,
on the Expiration Date, the Holder of this Warrant may, from time to time,
exercise this Warrant, on any Business Day, for up to 17,500,000 shares of
Common Stock. In order to exercise this Warrant, in whole or in part, the
Holder shall (i) deliver to the Company at its Designated Office a written
notice of the Holder's election to exercise this Warrant (an "Exercise Notice"),
which Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock
and/or Voting Common Stock to be purchased, together with this Warrant and (ii)
pay to the Company the Warrant Price (the date on which both such delivery and
payment shall have first taken place being hereinafter sometimes referred to as the "Exercise
Date").  Such Exercise Notice shall be in the form of the subscription
form appearing at the end of this Warrant as Annex A, duly executed by the
Holder or its duly authorized agent or attorney.  For the avoidance of
doubt, subject to the other conditions
set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its
sole discretion, exercise the Warrant for shares of Voting Common Stock, shares of
Non-Voting Common Stock or any combination thereof.

       

      (b)           Upon receipt by the Company of such
Exercise Notice, Warrant and payment, the Company shall, as promptly as
practicable, and in any event within five (5) Business Days thereafter, execute
(or cause to be executed) and deliver (or cause to be delivered) to
the Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable upon
such exercise, together with cash in lieu of any fraction of a share, as
hereafter provided.  The stock certificate or certificates so
delivered shall be, to the extent possible,
in such denomination or denominations as the exercising Holder shall reasonably
request in the Exercise Notice and shall be registered in the name of the Holder
or, subject to Section 8 below, such other name as shall be designated in the Exercise
Notice.  This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and the Holder
or any other Person so designated to be named therein shall be deemed
to have become a holder of record of such
shares for all purposes, as of the Exercise Date.  Notwithstanding the
foregoing, in the event that the rules of any stock exchange or automatic
quotation system on which the Company's Common Stock is then listed,
traded or quoted requires shareholder
approval prior to the issuance of any or all of the Warrant Stock (or the
conversion of Non-Voting Common Stock into Voting Common Stock), the Company
shall issue on the Exercise Date the maximum number of shares of
Warrant Stock that can be issued without
shareholder approval, without regard to any shares of Warrant Stock otherwise
required to be issued in excess of such maximum number of shares of Warrant
Stock, and shall promptly
after receipt of such shareholder approval issue the balance of the number of
shares of Warrant Stock for which this Warrant has been exercised.  The Company shall use its
reasonable best efforts to obtain such shareholder approval as soon as
reasonably possible, including, without limitation, filing all proxy statements or
information statements, necessary or convenient to obtain such
consent.

       

      (c)           Notwithstanding anything to the contrary
contained herein, prior to the issuance of the Warrant Stock or, in the event
that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock
issuable upon exchange of such Warrant Stock, the Holder or its permitted
assigns on the one hand, and the Company on the other hand, shall have satisfied
any and all applicable legal or regulatory requirements for conversion, including compliance with the
HSR Act and FCC requirements.  The Company shall use its reasonable
best efforts in cooperating with such Holder to obtain such legal or regulatory
approvals to the extent its 

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      cooperation is necessary.  The
Company shall pay all necessary filing fees and
reasonable out-of-pocket expenses to obtain such legal or regulatory
approvals.

       

      (d)           Payment of the Warrant Price shall be
made at the option of the Holder by one or more of the following methods: (i) by
delivery of a certified or
official bank check in the amount of such Warrant Price payable to the order of
the Company, (ii) by instructing the Company to withhold a number of shares of
Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair
Value equal to such Warrant Price (the "Share
Withholding Option"), (iii) by surrendering to the Company, Notes previously
acquired by the Holder with an aggregate fair market value equal to such Warrant
Price; it being understood that the fair market value of the Note shall be its principal amount plus any accrued interest to that
day, or (iv) by
surrendering to the Company shares of Common Stock previously acquired by the
Holder with an aggregate Fair Value equal to such Warrant Price.  In
the event of any withholding of Warrant Stock or surrender of
Notes or Common Stock pursuant to clause (ii), (iii) or (iv) above where the
number of shares whose Fair Value (as measured on the Exercise Date) is equal to
the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the
Company shall be rounded up to the nearest whole share and the Company shall
make a cash payment to the Holder based on the incremental fraction of a share
being so withheld by or surrendered to the Company in an amount determined in accordance with Section
2.3 hereof.  Notwithstanding any provision herein to the contrary, the
Company shall not be required to register shares of Common Stock in the name of
any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in
accordance with this Warrant.

       

      (e)           If this Warrant shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing the shares of Common Stock being issued,
deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased shares
of Common Stock called for by this Warrant.  Such new Warrant shall in
all other respects be identical to this Warrant.

       

      (f)           Subject to Section 2.1(g), all Warrants delivered for exercise shall be
canceled by the Company.

       

      (g)           Notwithstanding anything to the contrary
in this Warrant, if, at the time that the Holder of this Warrant elects to
exercise this Warrant, in whole or in part, the Company does not have a
sufficient number of
authorized and issued shares of Non-Voting Common Stock sufficient to permit
such Holder to receive a complete allotment of Non-Voting Common Stock pursuant
its election under Section 2.1(a), such election shall be deemed to be
for a number of shares of Non-Voting Common
Stock equal to the number of shares of
Non-Voting Common Stock then authorized but unissued by the
Company.

       

      2.2           Payment of
Taxes.  All
shares of Warrant Stock issuable upon the exercise of this Warrant pursuant to
the terms hereof shall be validly issued, fully paid and nonassessable, issued
without violation of any preemptive or similar rights of any stockholder of the
Company and free and clear of all Encumbrances (other than any created by
actions of the Holder). The Company shall pay all expenses in connection with,
and all Taxes and other governmental charges that may be imposed with respect
to, the issue or delivery thereof, unless such Tax or charge is imposed by law
upon the Holder. The Company shall not, however, be 

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      required
to pay any Tax or governmental charge which may be payable in respect of any
Transfer involved in the issue and delivery of shares of Warrant Stock issuable
upon exercise of this Warrant in a name other than that of the holder of the
Warrants to be exercised, and no such issue or delivery shall be made unless and
until the Person requesting such issue has paid to the Company the amount of any
such Tax, or has established to the satisfaction of the Company that such Tax
has been paid. The Company shall not be required to reimburse the Holder or any
other Person for any income, withholding, franchise, or similar Taxes or
governmental charges (whether collected by withholding or otherwise and whether
imposed on the gross amount of any payment or otherwise) paid by the Company or
imposed on the Holder with respect to the exercise or issuance of the Warrant or
issuance of any Warrant Stock or on or with respect to any payments made on or
with respect to the Warrant or Warrant Stock.

      


      2.3           Fractional
Shares.  The
Company shall not be required to issue a fractional share of Common Stock upon
exercise of any Warrant.  As to any fraction of a share that the
Holder of one or more Warrants, the rights under which are exercised in the same
transaction, would otherwise be entitled to purchase upon such exercise, the
Company shall pay to such Holder an amount in cash equal to such fraction
multiplied by the Fair Value of one share of Common Stock on the Exercise
Date.

       

      3.           TRANSFER,
DIVISION AND COMBINATION

      


      3.1           Transfer.  Subject
to compliance with Section 8 hereof, each transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the
Designated Office, together with a written assignment of this Warrant in the
form of Annex B hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer Taxes described in Section 2.2 in
connection with the making of such transfer.  Upon such surrender and
delivery and, if required, such payment, the Company shall, subject to Section
8, execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned and this Warrant shall promptly be
cancelled.  A Warrant, if properly assigned in compliance with Section
8, may be exercised by the new Holder for the purchase of shares of Common Stock
without having a new Warrant issued.

       

      3.2           Division and
Combination.  Subject
to compliance with the applicable provisions of this Warrant including, without
limitation, Section 8, this Warrant may be divided or combined with other
Warrants upon presentation hereof at the Designated Office, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney.  Subject
to compliance with the applicable provisions of this Warrant as to any transfer
which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

       

      3.3           Expenses.  The
Company shall prepare, issue and deliver at its own expense any new Warrant or
Warrants required to be issued under this Section 3 (other than pursuant to
Section 2.2 and 3.1 hereof).

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      3.4           Maintenance
of Books.  The
Company agrees to maintain, at the Designated Office, books for the registration
and transfer of the Warrants.

       

      4.           ANTIDILUTION
PROVISIONS

       

      The
Exercise Price shall be subject to adjustment from time to time as
follows:

       

      4.1           Upon Stock
Dividends, Subdivisions or Splits.  If,
at any time after the Original Issue Date, the number of shares of Common Stock
outstanding is increased by a stock dividend payable in shares of Common Stock
or by a subdivision or split-up of shares of Common Stock, then, following the
record date for the determination of holders of Common Stock entitled to receive
such stock dividend, or to be affected by such subdivision or split-up, the
number of shares issuable upon exercise of the Warrant shall be proportionately
increased by multiplying such number by a fraction, the numerator of which is
the number of shares of Common Stock Outstanding immediately after such increase
in Outstanding shares and the denominator of which is the number of shares of
Common Stock Outstanding immediately prior to such increase.

       

      4.2           Upon
Combinations or Reverse Stock Splits.  If,
at any time after the Original Issue Date, the number of shares of Common Stock
Outstanding is decreased by a combination or reverse stock split of the
Outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then, upon the record date to determine shares affected by such
combination or reverse stock split, (a) the Exercise Price shall be increased by
multiplying the Exercise Price by a fraction, the numerator of which is the
number of shares of Common Stock Outstanding immediately prior to such decrease
and the denominator of which is the number of shares of Common Stock Outstanding
immediately after such decrease in Outstanding shares, and (b) the number of
shares issuable upon exercise of the Warrant shall be proportionately decreased
by multiplying the same by the inverse of such fraction.

       

      4.3           Upon
Reclassifications, Reorganizations, Consolidations or Mergers.  In
the event of any capital reorganization of the Company, any reclassification of
the stock of the Company (other than a change in par value or from par value to
no par value or from no par value to par value or as a result of a stock
dividend or subdivision, split up or combination of shares), or any
consolidation or merger of the Company with or into another Person (where the
Company is not the surviving Person or where there is a change in or
distribution with respect to the Common Stock), each Warrant shall after such
reorganization, reclassification, consolidation, or merger be exercisable for
the kind and number of shares of stock or other securities or property of the
Company or of the successor Person resulting from such consolidation or
surviving such merger, if any, to which the holder of the number of shares of
Common Stock deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such Warrant would
have been entitled upon such reorganization, reclassification, consolidation or
merger.  The provisions of this Section 4.3 shall similarly apply to
successive reorganizations, reclassifications, consolidations, or
mergers.  The Company shall not effect any such reorganization,
reclassification, consolidation or merger unless, prior to the consummation
thereof, the successor Person (if other than the Company) resulting from such
reorganization, reclassification, consolidation or merger, shall assume, by
written instrument, the obligation to deliver to the Holders of the Warrant such
shares of stock, 

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      securities
or assets, which, in accordance with the foregoing provisions, such Holders
shall be entitled to receive upon such conversion.

       

      
        	
                5.

              	
                NO
      IMPAIRMENT; REGULATORY COMPLIANCE AND COOPERATION; NOTICE OF
      EXPIRATION

              


      

       

      (a)           The Company shall not by any
action, including, without
limitation, amending its charter documents or through any reorganization,
reclassification, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other similar voluntary action, avoid or seek
to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of the Holder against
impairment.  Without limiting the generality of the foregoing, the
Company shall take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant,
free and clear of all Encumbrances (other than any created by actions of
the Holder), and shall use its best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.

       

      (b)           The Company shall deliver to each Holder
of Warrants after the 60th day but before the 30th day prior to the Expiration Date,
advance notice of such
Expiration Date.  If the Company fails to fulfill in a timely manner
the notice obligation set forth in the prior sentence, it shall provide such
notice as soon as possible thereafter.

       

      
        	
                6.

              	
                RESERVATION
      AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY
      GOVERNMENTAL AUTHORITY

              


      

       

      From
and after the Original Issue Date, the Company shall use its best efforts to
reserve and keep available for issuance upon the exercise of the Warrants such
number of its authorized but unissued shares of Non-Voting Common Stock and
Voting Common Stock, as will be sufficient to permit the exercise in full of all
outstanding Warrants; provided that if, at any time after the Original Issue
Date, the Company does not have available for issuance authorized but unissued
shares of Non-Voting Common Stock and Voting Common Stock, as will be sufficient
to permit the exercise in full of all outstanding Warrants, and the Company
shall pay a dividend (other than a dividend for which an adjustment is made
pursuant to Section 4.1) or otherwise distribute to all holders of its shares of
Common Stock cash, evidences of its indebtedness or assets, then the Holder
shall be entitled to also receive such dividend or distribution on the date it
is paid in an amount which it would have received if the Holder had exercised
the Warrants held by the Holder immediately prior to the date of such dividend
or distribution without duplication of any right of the Holder to receive such
dividend or distribution pursuant to the Master Contribution
Agreement.

       

      All
shares of Common Stock issuable pursuant to the terms hereof, when issued upon
exercise of this Warrant with payment therefor in accordance with the terms
hereof, shall be duly and validly issued and fully paid and nonassessable, not
subject to preemptive rights and 

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      shall
be free and clear of all Encumbrances (other than Encumbrances created by
actions of a Holder).  Before taking any action that would result in
an adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction over such
action.  Subject to the provisos in Section 2.1(b) and (c) herein, if
any shares of Common Stock required to be reserved for issuance upon exercise of
Warrants require registration or qualification with any governmental authority
under any federal or state law (other than under the Securities Act or any state
securities law) before such shares may be so issued, the Company will in good
faith and as expeditiously as possible and at its expense endeavor to cause such
shares to be duly registered.

       

      
        	
                7.

              	
                NOTICE
      OF CORPORATE ACTIONS; TAKING OF RECORD; TRANSFER
  BOOKS

              


      

       

      7.1           Notices of
Corporate Actions.

       

      In
case:

       

      (a)           the Company shall take an action or an
event shall occur, that would require an Exercise Price adjustment pursuant to
Section 4; or

       

      (b)           the Company shall grant to the holders
of its Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class; or

       

      (c)           of any reclassification of the Common
Stock (other than a subdivision or combination of the Outstanding shares of
Common Stock), or of any consolidation, merger or share exchange to which the Company is a
party and for which approval of any stockholders of the Company is required, or
of the sale or transfer of all or substantially all of the assets of the
Company; or

       

      (d)           of the voluntary or involuntary
dissolution, liquidation or
winding up of the Company; or

       

      (e)           the Company or any Subsidiary shall
commence a tender offer for all or a portion of the Outstanding shares of Common
Stock (or shall amend any such tender offer to change the maximum number of
shares being sought or the amount or type of consideration being
offered therefor);

       

      then
the Company shall cause to be filed at each office or agency maintained for such
purpose, and shall cause to be mailed to all Holders at their last addresses as
they shall appear in the stock register, at least 10 days prior to the
applicable record, effective or expiration date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or granting of rights or warrants, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record who will
be entitled to such dividend, distribution, rights or warrants are to be
determined, (y) the date on which such reclassification, consolidation, merger,
share exchange, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash 

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      or
other property deliverable upon such reclassification, consolidation, merger,
share exchange, sale, transfer, dissolution, liquidation or winding up, or (z)
the date on which such tender offer commenced, the date on which such tender
offer is scheduled to expire unless extended, the consideration offered and the
other material terms thereof (or the material terms of the amendment thereto).
Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action on the Exercise Price
and the number and kind or class of shares or other securities or property which
shall be deliverable or purchasable upon the occurrence of such action or
deliverable upon exercise of the Warrants. Neither the failure to give any such
notice nor any defect therein shall affect the legality or validity of any
action described in clauses (a) through (e) of this Section 7.1.

       

      7.2           Taking of
Record.  In
the case of all dividends or other distributions by the Company to the holders
of its Common Stock with respect to which any provision of any Section hereof
refers to the taking of a record of such holders, the Company will in each such
case take such a record as of the close of business on a Business
Day.

       

      7.3           Closing of Transfer
Books.  The
Company shall not at any time, except upon dissolution, liquidation or winding
up of the Company, close its stock transfer books or Warrant transfer books so
as to result in preventing or delaying the exercise or transfer of any
Warrant.

       

      8.           TRANSFER
RESTRICTIONS

       

      The
Holder, by acceptance of this Warrant, agrees to be bound by the provisions of
this Section 8.

       

      8.1           Restrictions
on Transfers.  Subject
to this Section 8.1, Holder may transfer this Warrant or any shares of
Restricted Common Stock or cause a portion of this Warrant to be
transferred.  Neither this Warrant, any portion hereof nor any shares
of Restricted Common Stock issued upon the exercise hereof shall be transferred,
sold, assigned, exchanged, mortgaged, pledged, hypothecated, or otherwise
disposed of or encumbered without compliance with, and they are otherwise
restricted by, the provisions of the Securities Act, the rules and regulations
thereunder and this Warrant.  Each certificate, if any, evidencing
such shares of Restricted Common Stock issued upon any such Transfer, other than
in a public offering pursuant to an effective registration statement, shall bear
the restrictive legend set forth in Section 8.2(a), and each Warrant issued upon
such Transfer shall bear the restrictive legend set forth in Section 8.2(b),
unless the Holder delivers to the Company an Opinion of Counsel to the effect
that such legend is not required for the purposes of compliance with the
Securities Act.  Holders of the Warrants or the Restricted Common
Stock, as the case may be, shall not be entitled to Transfer such Warrants or
such Restricted Common Stock except in accordance with this Section
8.1.

       

      8.2           Restrictive
Legends.

       

      (a)           Except as otherwise provided in this
Section 8, each certificate for Warrant Stock initially issued upon the
exercise of this Warrant, each certificate for Warrant Stock issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise


       

      
        
           

        

        
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      imprinted with two legends in
substantially the following forms:  "THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR ENCUMBERED
WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE
PROVISIONS OF, THE ACT AND THE RULES AND REGULATIONS
THEREUNDER."  "THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE ENTITLED TO THE BENEFIT
OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET FORTH IN A CERTAIN WARRANT DATED
APRIL 1, 2009, ORIGINALLY ISSUED BY SKYTERRA
COMMUNICATIONS, INC. (THE "WARRANT") PURSUANT TO THE EXERCISE OF WHICH SUCH
SHARES WERE ISSUED.  A COPY OF THE WARRANT IS AVAILABLE AT THE
EXECUTIVE OFFICES OF SKYTERRA COMMUNICATIONS, INC."

       

      (b)           Except as otherwise provided in this
Section 8, each Warrant shall be stamped or otherwise imprinted with a legend in
substantially the following form:  "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW.  THE WARRANTS
REPRESENTED BY THIS CERTIFICATE AND THE STOCK ISSUABLE UPON EXERCISE
HEREOF MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OF OTHERWISE DISPOSED OF
OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE
RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER AND THIS
WARRANT."

       

      8.3           Termination
of Securities Law Restrictions.  Notwithstanding
the  foregoing provisions of this Section 8, the restrictions imposed
by Section 8.1 upon the transferability of the Warrants and the Restricted
Common Stock and the legend requirements of Section 8.2 shall terminate as to
any particular Warrant or shares of Restricted Common Stock when the Company
shall have received from the Holder thereof an Opinion of Counsel to the effect
that such legend is not required in order to ensure compliance with the
Securities Act.  Whenever the restrictions imposed by Sections 8.1 and
8.2 shall terminate as to this Warrant, as hereinabove provided, the Holder
hereof shall be entitled to receive from the Company, at the expense of the
Company, a new Warrant not bearing the restrictive legend set forth in Section
8.2(b).

       

      All
Warrants issued upon registration of transfer, division or combination of, or in
substitution for, any Warrant or Warrants entitled to bear such legend shall
have a similar legend endorsed thereon.  Whenever the restrictions
imposed by this Section shall terminate as to any share of Restricted Common
Stock, as hereinabove provided, the Holder thereof shall be entitled to receive
from the Company, at the Company's expense, a new certificate representing such
Common Stock not bearing the restrictive legend set forth in Section
8.2(a).

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      9.           LOSS
OR MUTILATION

       

      Upon
receipt by the Company from any Holder of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and an indemnity reasonably satisfactory to it (it being understood that
the written indemnification agreement of or affidavit of loss of the Holder,
shall be a sufficient indemnity) and, in case of mutilation, upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a new
Warrant of like tenor to such Holder; provided, however, that, in the case of
mutilation, no indemnity shall be required if this Warrant in identifiable form
is surrendered to the Company for cancellation.

       

      10.           OFFICE
OF THE COMPANY

       

      As
long as any of the Warrants remain outstanding, the Company shall maintain an
office or agency, which may be the principal executive offices of the Company
(the "Designated Office"), where the Warrants may be presented for exercise,
registration of transfer, division or combination as provided in this
Warrant.  Such Designated Office shall initially be the office of the
Company at 10802 Parkridge Boulevard, Reston, Virginia 20191.  The
Company may from time to time change the Designated Office to another office of
the Company or its agent within the United States by notice given to all
registered Holders at least ten (10) Business Days prior to the effective date
of such change.

       

      11.           MISCELLANEOUS

      


      11.1        Nonwaiver.  No
course of dealing or any delay or failure to exercise any right hereunder on the
part of the Company or the Holder shall operate as a waiver of such right or
otherwise prejudice the rights, powers or remedies of such Person.

       

      11.2        Notice
Generally.  Any
notice, demand, request, consent, approval, declaration, delivery or
communication hereunder to be made pursuant to the provisions of this Warrant
shall be sufficiently given or made if in writing and either delivered in person
with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

       

      (a)           if to any Holder of this Warrant or of
Warrant Stock issued upon the exercise hereof, at its last known address
appearing on the books of
the Company maintained for such purpose;

       

      (b)           if to the Company, at the Designated
Office;

       

      or
at such other address as may be substituted by notice given as herein provided.
The giving of any notice required hereunder may be waived in writing by the
party entitled to receive such notice.  Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, or three (3) Business Days after the same
shall have been deposited in the United States mail, or one (1) Business Day
after the same shall have been sent by Federal Express or another recognized
overnight courier service.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      11.3         Indemnification.  The
Company shall indemnify, save and hold harmless the Holder hereof and the
Holders of any Warrant Stock issued upon the exercise hereof from and against
any and all liability, loss, cost, damage, reasonable attorneys' and
accountants' fees and expenses, court costs and all other out of-pocket expenses
incurred in connection with or arising from any default hereunder by the
Company. This indemnification provision shall be in addition to the rights of
such Holder or Holders to bring an action against the Company for breach of
contract based on such default hereunder.

       

      11.4         Limitation
of Liability.  No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges of
the Holder hereof, shall give rise to any liability of such Holder to pay the
Exercise Price for any Warrant Stock other than pursuant to an exercise of this
Warrant or any liability as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.

       

      11.5         Remedies.  Each
Holder of Warrants and/or Warrant Stock, in addition to being entitled to
exercise its rights granted by law, including recovery of damages, shall be
entitled to specific performance of its rights provided under this
Warrant.  The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees, in an action for specific
performance, to waive the defense that a remedy at law would be
adequate.

       

      11.6         Successors
and Assigns.  Subject
to the provisions of Sections 3.1 and 8.1, this Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors of the
Company and the permitted successors and assigns of the Holder
hereof.  The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and to the extent
applicable, all Holders of shares of Warrant Stock issued upon the exercise
hereof (including transferees), and shall be enforceable by any such
Holder.

       

      11.7         Amendment.  This
Warrant and all other Warrants may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Majority Warrant
Holders, provided that no such Warrant may be modified or amended to reduce the
number of shares of Common Stock for which such Warrant is exercisable or to
increase the price at which such shares may be purchased upon exercise of such
Warrant (before giving effect to any adjustment as provided therein) without the
written consent of the Holder thereof.

       

      11.8         Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Warrant.

       

      11.9         Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      11.10       GOVERNING
LAW; JURISDICTION.  IN
ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS WARRANT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.  THE COMPANY
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK,
SHALL HAVE, EXCEPT AS SET FORTH BELOW, EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY AND THE HOLDER OF THIS
WARRANT PERTAINING TO THIS WARRANT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT, PROVIDED, THAT IT IS ACKNOWLEDGED THAT ANY APPEALS FROM THOSE
COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK.

       

      
 

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its
corporate seal to be impressed hereon and attested by its Secretary or an
Assistant Secretary.

       

       

      
        	 
      	
                SKYTERRA
      COMMUNICATIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

       

      [SEAL]

       

      Attest:

       

      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      ANNEX
A

       

      SUBSCRIPTION
FORM

       

      [To
be executed only upon exercise of Warrant]

       

      The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
for the purchase of ______ shares of Voting Common Stock and ________ shares of
Non-Voting Common Stock of SkyTerra Communications, Inc. and herewith makes
payment therefor in __________, all at the price and on the terms and conditions
specified in this Warrant and requests that certificates for the shares of such
Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to _________________
whose address is _______________________________ and, if such shares of Common
Stock shall not include all of the shares of Common Stock issuable as provided
in this Warrant, that a new Warrant of like tenor and date for the balance of
the shares of Common Stock issuable hereunder be delivered to the
undersigned.

       

      


       

      Method
of Payment of Exercise Price:

       

      ______________________________

       

       

      
        	 
      	 
      	 
      
	 
      	
                (Name
      of Registered Owner)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Signature
      of Registered Owner)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Street
      Address)

              	 
      
	 
      	 
      	 
      
	 
      	
                (City)
      (State) (Zip Code)

              	 
      


      

       

      
        	
                NOTICE:

              	
                The
      signature on this subscription must correspond with the name as written
      upon the face of the within Warrant in every particular, without
      alteration or enlargement or any change
  whatsoever.

              


      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ANNEX
B


      ASSIGNMENT
FORM

       

      FOR
VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells,
assigns and transfers unto the assignee named below all of the rights of the
under signed under this Warrant, with respect to the number of shares of Common
Stock set forth below:

      
        	
                Name
      and Address of Assignee

              	 
      	
                No.
      of Shares of

                Common
      Stock

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


       

      
 

       

      and
does hereby irrevocably constitute and appoint ________ _____________
attorney-in-fact to register such transfer onto the books of SkyTerra
Communications, Inc. maintained for the purpose, with full power of substitution
in the premises.

      
 

      
        	
                Dated:

              	
                Print
      Name:

              
	 
      	 
      
	
                Signature:

              	 
      
	 
      	
                Witness:

              


      

      


      


      


       

      
        	
                NOTICE:

              	
                The
      signature on this assignment must correspond with the name as written upon
      the face of the within Warrant in every particular, without alteration or
      enlargement or any change
whatsoever.