sky_ex10-6.htm


    
      Exhibit 10.6


       

      


       

      


       

      


       

      REGISTRATION
RIGHTS AGREEMENT

       

      SKYTERRA
COMMUNICATIONS, INC.

    

     

    


    Dated
as of July 24, 2008

     

     

     

     

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF CONTENTS

    


    


    
      	 	 	Page 
	 	 	 
	
              ARTICLE I
-

            	
              DEFINITIONS

            	
              2

            
	 
      	
              1.1

            	
              Definitions

            	
              2

            
	 
      	
              1.2

            	
              Other
      Definitional and Interpretive Matters

            	
              5

            
	
              ARTICLE
      II -

            	
              REGISTRATION
      RIGHTS

            	
              6

            
	 
      	
              2.1

            	
              Demand
      Registration

            	
              6

            
	 
      	
              2.2

            	
              Piggyback
      Registrations

            	
              8

            
	 
      	
              2.3

            	
              Holdback
      Agreement

            	
              10

            
	 
      	
              2.4

            	
              Registration
      Procedures

            	
              11

            
	 
      	
              2.5

            	
              Suspension
      of Dispositions

            	
              14

            
	 
      	
              2.6

            	
              Registration
      Expenses

            	
              15

            
	 
      	
              2.7

            	
              Indemnification

            	
              15

            
	 
      	
              2.8

            	
              Transfer
      of Registration Rights

            	
              19

            
	 
      	
              2.9

            	
              Current
      Public Information

            	
              19

            
	
              ARTICLE
      III -

            	
              OTHER
      AGREEMENTS

            	
              19

            
	 
      	
              3.1

            	
              Waiver
      of January 2006 Rights Agreement

            	
              19

            
	 
      	
              3.2

            	
              Waiver
      of January 2008 Rights Agreement

            	
              20

            
	
              ARTICLE
      IV -

            	
              TERMINATION

            	
              20

            
	 
      	
              4.1

            	
              Termination

            	
              20

            
	
              ARTICLE
      V -

            	
              MISCELLANEOUS

            	
              20

            
	 
      	
              5.1

            	
              Notices

            	
              20

            
	 
      	
              5.2

            	
              Governing
      Law

            	
              21

            
	 
      	
              5.3

            	
              Jurisdiction

            	
              21

            
	 
      	
              5.4

            	
              Successors
      and Assigns

            	
              22

            
	 
      	
              5.5

            	
              Duplicate
      Originals

            	
              22

            
	 
      	
              5.6

            	
              Severability

            	
              22

            
	 
      	
              5.7

            	
              No
      Waivers; Amendments

            	
              22

            
	 
      	
              5.8

            	
              Negotiated
      Agreement

            	
              22

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
REGISTRATION RIGHTS
AGREEMENT (this “Agreement”)
dated as of July 24, 2008, is among SkyTerra Communications, Inc., a Delaware
corporation (including its successors, the “Company”),
Harbinger Capital Partners Master Fund I, Ltd., an exempted company organized
under the laws of the Cayman Islands (“Master
Fund”), Harbinger Capital Partners Special Situations Fund, L.P., a
limited partnership organized under the laws of the state of Delaware (“Special
Situations Fund”), Harbinger Co-Investment Fund, L.P., a Delaware limited
partnership (“Satellite
Fund”), and Harbinger Capital Partners Fund I, L.P., a limited
partnership organized under the laws of the state of Delaware (“Capital
Fund,” and collectively with Master Fund, Special Situations Fund and
Satellite Fund, the “Securityholders”).

     

    
      RECITALS

    

     

    WHEREAS, the
Securityholders own in the aggregate 20,580,940 shares of the Company’s
non-voting common stock, par value $0.01 per share (the “Non-Voting
Common Stock”), 17,098,565 shares of the Company’s voting common stock,
par value $0.01 per share (the “Voting
Common Stock” and together with the Non-Voting Common Stock, the “Common
Stock”), and warrants to purchase an aggregate of 12,356,931 shares,
subject to certain anti-dilution adjustments (the “Existing
Warrant Shares”) of Common Stock, with respect to which registration
rights are granted or modified hereunder; and

     

    WHEREAS, the
Company, MSV, Mobile Satellite Ventures Subsidiary LLC, and the Securityholders
are parties to the Master Contribution and Support Agreement dated as of the
date hereof (the “Master
Agreement”); and

     

    WHEREAS, the
Company and Satellite Fund are parties to the Stock Purchase Agreement dated as
of the date hereof (the “Stock
Purchase Agreement”), pursuant to which the Company will sell to
Satellite Fund shares of Voting Common Stock; and

     

    WHEREAS, the
Company, Mobile Satellite Ventures LP, a Delaware limited partnership (“MSV”),
MSV Finance Co., a Delaware corporation (“MSV
Finance”), Master Fund and Special Situations Fund are parties to the
Securities Purchase Agreement dated as of the date hereof (the “Securities
Purchase Agreement”), pursuant to which the Company will sell to Master
Fund and Special Situations Fund up to an aggregate of $500 million aggregate
principal amount of 16.0% Senior Notes due 2013, and two warrants dated as of
January 6, 2009 and April 1, 2009 (the “Warrants”),
to purchase up to an aggregate of 25,000,000 shares, subject to certain
anti-dilution adjustments (the “Warrant
Shares”), of Non-Voting Common Stock or Voting Common Stock or any
combination thereof; and

     

    WHEREAS,
pursuant to the terms of the Securities Purchase Agreement, Master Fund and
Special Situations Fund may exchange the Warrant Shares that are Non-Voting
Common Stock on a one-for-one basis for shares of Voting Common Stock upon the
satisfaction of certain conditions, as more fully set forth in the Warrants;
and

     

    WHEREAS, in
order to induce the Securityholders to enter into the Master Agreement, the
Satellite Fund to enter into the Stock Purchase Agreement, and the Master Fund
and the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Special
Situations Fund to enter into the Securities Purchase Agreement, the Company
desires to grant to the Securityholders certain rights as provided
herein;

     

    NOW, THEREFORE,
in consideration of the premises, mutual covenants and agreements hereinafter
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    ARTICLE
I - DEFINITIONS

     

    1.1    
  Definitions.

     

    (a)           For
purposes of this Agreement, the following terms shall have the meanings
specified in this Section
1.1.

     

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

     

    “Business
Day” means a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the laws of the
United States or the State of New York.

     

    “Common
Stock Equivalents” means, without duplication, any rights, warrants,
options or other securities directly or indirectly convertible or exchangeable
into or exercisable for Common Stock, whether at the time of issuance or upon
the passage of time or the occurrence of any future event.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
similar federal statute, and the rules and regulations promulgated by the SEC
thereunder.

     

    “Excluded
Registration” means a registration under the Securities Act of (i)
securities pursuant to one or more Demand Registrations (including any
Underwritten Shelf Takedown) pursuant to Section 2.1 hereof,
(ii) securities registered on Form S-8 or any similar successor form, (iii)
securities registered on Form S-4 or any similar successor form, (iv) securities
of the Company registered to effect the acquisition of or combination with
another Person, and (v) securities of the Company registered to effect any
rights offering as contemplated by the Master Agreement.

     

    “Holder”
means (i) any Initial Holder or (ii) any Subsequent Holder.

     

    “Initial
Holder” means (i) a securityholder listed on the signature page hereof
and (ii) any transferee of any such securityholder or any other Initial Holder,
including any securityholder that receives shares of Common Stock upon a
distribution or liquidation of an Initial Holder, who has been assigned the
rights of the transferor Initial Holder under this Agreement in accordance with
Section 2.8;
provided, however, that such
direct or indirect transferee is an Affiliate of a securityholder listed on the
signature page hereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “January
2006 Rights Agreement” means the Registration Rights Agreement among
Hughes Communications, Inc., Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., AIF IV/RRRR LLC, AP/RM Acquisition LLC and ST/RRRR LLC dated
as of January 1, 2006.

     

    “January
2008 Rights Agreement” means the Registration Rights Agreement among the
Company, Master Fund and Special Situations Fund dated as of January 7,
2008.

     

    “Maximum
Registrable Shares” means, as determined from time to time and without
duplication, the total number of Registrable Shares (including for this purpose
Registrable Shares that are issuable under warrants, escrow arrangements and
other rights to acquire Registrable Shares owned by the Securityholders) that
have been owned by the Securityholders from the date of this Agreement to the
date of determination.

     

     “Person”
or “person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.

     

    “register,”
“registered”
and “registration”
refer to a registration effected by preparing and filing a registration
statement with the SEC in compliance with the Securities Act, and the
effectiveness of such registration statement thereunder.

     

    “Registrable
Shares” means (a) all shares of Common Stock issued to Satellite Fund
pursuant to the Stock Purchase Agreement; (b) all shares of Common Stock issued
to the Initial Holders pursuant to or contemplated by the Master Agreement; (c)
all Warrant Shares; (d) all Existing Warrant Shares; (e) all shares of Common
Stock owned by the Securityholders as of the date hereof; (f) all shares of
Common Stock, if any, issued to Master Fund and Special Situations Fund upon
conversion of the notes contemplated by Section 8.9(c) of the Securities
Purchase Agreement; (g) the 442,825 shares of Common Stock that remain to be
acquired by Master Fund and Special Situations Fund pursuant to the Securities
Purchase Agreement dated as of April 7, 2008, by and between Master Fund,
Special Situations Fund, Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P., AIF IV/RRRR LLC, AP/RM Acquisition LLC and ST/RRRR LLC; and
(h) any shares of Common Stock which may be issued or distributed by way of
stock split, recapitalization or reclassification in respect of shares of Common
Stock issued pursuant to clauses (a) through (g); provided, however, that
Registrable Shares shall not include any shares of Common Stock (i) the sale of
which has been registered pursuant to the Securities Act and which shares have
been sold or otherwise disposed of pursuant to such registration, (ii) that
have been sold pursuant to Rule 144 or Rule 145 (or any successor provision of
either of them) under the Securities Act, (iii) that have been otherwise
transferred, new certificates for such securities not bearing a legend
restricting further transfer have been delivered by the Company and subsequent
disposition of such securities would not require registration or qualification
of such securities under the Securities Act, (iv) that are no longer
outstanding, or (v) in the case of shares of Common Stock held by a Subsequent
Holder, shares of Common Stock that may be resold without volume limitation
pursuant to Rule 144 under the Securities Act.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Required
Holders” means Holders who then own beneficially more than a majority of
the aggregate number of Registrable Shares subject to this
Agreement.

     

    “SEC”
means the Securities and Exchange Commission or any other Federal agency at the
time administering the Securities Act.

     

    “Securities
Act” means the Securities Act of 1933, as amended, or any similar Federal
statute, and the rules and regulations promulgated by the SEC
thereunder.

     

    “Subsequent
Holder” means any transferee of an Initial Holder who has been assigned
the rights of the transferor Initial Holder under this Agreement in accordance
with Section
2.8; provided, however, that such
direct or indirect transferee does not meet the requirements to be an Initial
Holder.

     

     “Subsidiary”
means any entity with respect to which a specified Person (or a Subsidiary
thereof) owns or has the power to vote 50% or more of the equity interests in
such entity having general voting power to participate in the election of the
governing body of such entity.

     

    (b)           For
purposes of this Agreement, the following terms have the meanings set forth in
the sections indicated:

     

    
      	
              Term

               

            	
              Section

               

            
	
              Advice

            	
              2.5

            
	
              Agreement

            	
              Introductory
      Paragraph

            
	
              Board

            	
              2.1(g)

            
	
              Capital
      Fund

            	
              Introductory
      Paragraph

            
	
              Common
      Stock

            	
              Recitals

            
	
              Company

            	
              Introductory
      Paragraph

            
	
              Demand
      Registration

            	
              2.1(a)

            
	
              Demand
      Request

            	
              2.1(a)

            
	
              Existing
      Rights Agreement

            	
              2.2(c)

            
	
              Existing
      Warrant Shares

            	
              Recitals

            
	
              FINRA

            	
              2.4(n)

            
	
              Inspectors

            	
              2.4(j)

            
	
              Losses

            	
              2.7(a)

            
	
              Majority
      Requesting Holders

            	
              2.1(c)

            
	
              Master
      Agreement

            	
              Recitals

            
	
              Master
      Fund

            	
              Introductory
      Paragraph

            
	
              Material
      Adverse Effect

            	
              2.1(e)

            
	
              MSV

            	
              Recitals

            
	
              MSV
      Finance Co.

            	
              Recitals

            
	
              Non-Voting
      Common Stock

            	
              Recitals

            
	
              Non-Voting
      Registrable Shares

            	
              Section
      2.2(a)

            
	
              Receipt
      Date

            	
              Section
      2.1(f)

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Records

            	
              2.4(j)

            
	
              Registration
      Expenses

            	
              2.6

            
	
              Requesting
      Holders

            	
              2.1(a)

            
	
              Required
      Filing Date

            	
              2.1(b)

            
	
              Satellite
      Fund

            	
              Introductory
      Paragraph

            
	
              Securities
      Purchase Agreement

            	
              Recitals

            
	
              Securityholders

            	
              Introductory
      Paragraph

            
	
              Seller
      Affiliates

            	
              2.7(a)

            
	
              Shelf
      Registration Statement

            	
              2.1(d)

            
	
              Special
      Situations Fund

            	
              Introductory
      Paragraph

            
	
              Stock
      Purchase Agreement

            	
              Recitals

            
	
              Subsequent
      Rights Agreement

            	
              2.2(c)

            
	
              Suspension
      Notice

            	
              2.5

            
	
              Underwritten
      Shelf Takedown

            	
              2.1(d)

            
	
              Voting
      Common Stock

            	
              Recitals

            
	
              Warrants

            	
              Recitals

            
	
              Warrant
      Shares

            	
              Recitals

            


    

    


    1.2    
  Other
Definitional and Interpretive Matters.  Unless otherwise
expressly provided or the context otherwise requires, for purposes of this
Agreement the following rules of interpretation apply.

     

    (a)           When
calculating the period of time before which, within which or following which any
act is to be done or step taken pursuant to this Agreement, the date that is the
reference date in calculating such period is excluded.  If the last
day of such period is a non-Business Day, the period in question ends on the
next succeeding Business Day.

     

    (b)           Any
reference in this Agreement to $ means U.S. dollars.

     

    (c)           Any
reference in this Agreement to gender includes all genders, and words imparting
the singular number also include the plural and vice versa.

     

    (d)           The
provision of a Table of Contents, the division of this Agreement into Articles,
Sections and other subdivisions and the insertion of headings are for
convenience of reference only and do not affect, and should not be utilized in,
the construction or interpretation of this Agreement.

     

    (e)           All
references in this Agreement to any “Article,” “Section,” “Schedule” or
“Exhibit” are to the corresponding Article, Section, Schedule or Exhibit of this
Agreement.

     

    (f)           The
words “herein,”
“hereinafter,”
“hereof,” and
“hereunder”
refer to this Agreement as a whole and not merely to a subdivision in which such
words appear unless the context otherwise requires.

     

    (g)           The
word “including” or any
variation thereof means “including, but not limited to,”
and does not limit any general statement that it follows to the specific or
similar items or matters immediately following it.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II - REGISTRATION RIGHTS

     

    2.1     
 Demand
Registration.

     

    (a)           At
any time and from time to time after the date of this Agreement, any Holder or
Holders of more than 25% of the Registrable Shares (the “Requesting
Holders,” which term shall include parties deemed “Requesting Holders”
pursuant to Section 2.1(f)
hereof) may request in writing (a “Demand
Request”) that the Company effect the registration under the Securities
Act of all or part of its or their Registrable Shares (a “Demand
Registration”); provided, that if all the
Requesting Holders are Subsequent Holders, such request must be to register
Registrable Shares resulting in anticipated gross proceeds of at least
$50,000,000.  The Company will not be obligated to effect a Demand
Registration pursuant to a Demand Request made only by one or more Subsequent
Holders more than once in any six (6) month period, or within six (6) months
after any Underwritten Shelf Takedown or any Demand Request made by Requesting
Holders that include Initial Holders.

     

    (b)           Each
Demand Request shall specify the number of Registrable Shares proposed to be
sold.  Subject to Section 2.1(g), the
Company shall use its reasonable best efforts to file the Demand Registration as
soon as reasonably practicable, but not later than 60 days after receiving a
Demand Request (subject to the delay period referred to in Section 2.1(g), the
“Required
Filing Date”), and shall use its reasonable best efforts to cause the
same to be declared effective by the SEC as soon as reasonably practicable after
such filing.

     

    (c)           The
offering of Registrable Shares pursuant to a Demand Registration may, at the
option of the Holders of a majority of the Registrable Shares to be registered
in a  Demand Registration (the “Majority
Requesting Holders”), be in the form of a “firm commitment” underwritten
offering.  The Company shall not be obligated to effect more than an
aggregate of 10 underwritten offerings (including any Underwritten Shelf
Takedowns pursuant to Section 2.1(d) hereof).  If such Majority
Requesting Holders request a “firm commitment” underwritten offering, the
Majority Requesting Holders shall select the investment banking firm or firms to
manage such underwritten offering, provided that such
selection shall be subject to the consent of the Company, which consent shall
not be unreasonably withheld.  No Person
may participate in any underwritten registration pursuant to Section
2.1(a) unless
such Person (i) agrees to sell such Person’s Registrable Shares on the basis
provided in any underwriting arrangements described above, and (ii) such Person
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

     

    (d)           If
the Company is then eligible to file a registration statement on Form S-3 and if
requested by the Majority Requesting Holders, any Demand Registration may be
made pursuant to a “shelf” registration statement filed pursuant to Rule 415
under the Securities Act (a “Shelf
Registration”).  The Holders of a majority of Registrable
Shares included in any such Shelf Registration may request an underwritten
takedown of Registrable Shares off of such Shelf Registration (an “Underwritten
Shelf Takedown”), subject to the limitation provided in Section 2.1(c), and
shall select the investment banking firm or firms to manage such Underwritten
Shelf Takedown, provided that such
selection shall be subject to the consent of the Company, which consent shall
not be unreasonably withheld.  In an effort to conduct any such
Underwritten Shelf 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Takedown
in the most efficient and organized manner, each Holder included in such Shelf
Registration agrees to coordinate with the other Holders prior to initiating any
sales efforts and cooperate with the other Holders as to the terms of such
Underwritten Shelf Takedown, including, without limitation, the aggregate amount
of securities to be sold and the number of Registrable Shares to be sold by each
Holder.  In furtherance of the foregoing, the Company shall give
prompt notice to all Holders whose Registrable Shares are included in the Shelf
Registration of the receipt of a request from another Holder whose Registrable
Shares are included in the Shelf Registration of a proposed Underwritten Shelf
Takedown under and pursuant to the Shelf Registration and, notwithstanding
anything to the contrary contained herein, will provide such Holders a period of
two (2) Business Days to participate in such Underwritten Shelf
Takedown.  All such Holders electing to be included in an Underwritten
Shelf Takedown must sell their Registrable Shares to the underwriters selected
on the same terms and conditions as apply to any other selling
Holders.  The Company will not be obligated to effect more than one
Underwritten Shelf Takedown requested by Majority Requesting Holders consisting
only of Subsequent Holders in any six month period or within six months after
any Demand Registration or Underwritten Shelf Takedown.  Consummation
of any Underwritten Shelf Takedown is also subject to Section
2.1(g).

     

    (e)           The
Company and the other holders of the Company’s securities that have piggyback
rights pursuant to the agreements set forth on Schedule 2.1(d) (as
in effect on the date hereof) shall have the right to participate in and be
included in a Demand Registration (including any Underwritten Shelf Takedown),
unless, if such Demand Registration is an underwritten offering, the managing
underwriter or underwriters shall advise the Company or the Requesting Holders
in writing that the inclusion of all such securities requested to be included in
such Demand Registration will materially and adversely affect the price or
success of the offering (a “Material
Adverse Effect”).  If the inclusion of all securities requested
to be included therein will have a Material Adverse Effect, then the Company
shall include in such Demand Registration (including any Underwritten Shelf
Takedown) the maximum number of shares of Common Stock that such managing
underwriter advises can be so sold without having a Material Adverse Effect,
allocated (i) first, to Registrable Shares requested by Holders to be included
in such Demand Registration allocated among such requesting Holders on a pro
rata basis based on the number of shares of Common Stock owned or in such other
manner as the Holders may agree, and (ii) second, to shares of Common Stock the
Company proposes to sell and to other shares of Common Stock requested to be
included by the other holders of the Company’s securities that have piggyback
rights pursuant to the agreements set forth on Schedule 2.1(d) (as
in effect on the date hereof) in such Demand Registration on a pro rata basis
based on the number of shares of Common Stock requested to be included or in
such other manner as the Company and such holders may agree.

     

    (f)           Upon
receipt of any Demand Request (other than pursuant to Section 2.1(d)), the
Company shall promptly (but in any event within 10 days) give written notice of
such proposed Demand Registration to all other Holders, who shall have the
right, exercisable by written notice to the Company within 10 days of their
receipt of the Company’s notice, to elect to include in such Demand Registration
such portion of their Registrable Shares as they may request.  All
Holders requesting to have their Registrable Shares included in a Demand
Registration in accordance with the preceding sentence shall be deemed to be
“Requesting Holders” for purposes of this Section
2.1(f).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (g)           The
Company may defer the filing (but not the preparation) of a registration
statement required by Section 2.1(a) or any
post-effective amendment or prospectus for any Underwritten Shelf Takedown
pursuant to Section
2.1(c) until a date not later than 90 days after the Required Filing Date
(or, if longer, 90 days after the effective date of the registration statement
contemplated by clause (ii) below) if (i) at the time the Company receives the
Demand Request or Underwritten Shelf Takedown, the Company or any of its
Subsidiaries are engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
filed), and the Board of Directors of the Company determines in good faith that
such disclosure would be materially detrimental to the Company and its
stockholders, or the Board of Directors determines in good faith that such
postponement is necessary in order to avoid premature disclosure of a matter
that the Board has determined would not be in the best interest of the Company
to be disclosed at that time, or (ii) prior to receiving the Demand Request or
Underwritten Shelf Takedown, the Board of Directors had determined to effect a
registered underwritten public offering of the Company’s securities for the
Company’s account and the Company and is proceeding with reasonable diligence to
effect such offering, or (iii) if the Company cannot obtain, after using its
reasonable best efforts, financial information (or information used to prepare
such information) from any third party necessary for inclusion in such Demand
Registration (including any Underwritten Shelf Takedown).  A deferral
of the filing of a registration statement pursuant to this Section 2.1(g) shall
be lifted, and the requested registration statement shall be filed forthwith,
if, in the case of a deferral pursuant to clause (i) of the preceding sentence,
the negotiations or other activities are disclosed or terminated, or, in the
case of a deferral pursuant to clause (ii) of the preceding sentence, the
proposed registration for the Company’s account is abandoned.  In
order to defer the filing of a registration statement pursuant to this Section 2.1(g), the
Company shall promptly (but in any event within ten days), upon determining to
seek such deferral, deliver to each Requesting Holder a certificate signed by an
executive officer of the Company stating that the Company is deferring such
filing pursuant to this Section
2.1(g).  The Company may defer the filing of a particular
registration statement or prospectus pursuant to this Section 2.1(g) only
two times in any 12 month period; provided, however, that any
second such deferral in any 12 month period may not occur until at least 120
days after the termination of the first such deferral period in any 12 month
period.

     

    2.2       Piggyback
Registrations.

     

    (a)           Each
time the Company proposes to register any of its equity securities (other than
pursuant to an Excluded Registration) under the Securities Act for sale to the
public (whether for the account of the Company or the account of any
securityholder of the Company) and the form of registration statement to be used
permits the registration of Registrable Shares, the Company shall give prompt
written notice to each Holder of Registrable Shares (which notice shall be given
not less than 15 Business Days prior to the initial filing date of the Company’s
registration statement, or if such notice period is not practicable under the
circumstances, the Company shall use reasonable best efforts to provide the
maximum prior written notice as is reasonably practicable under the
circumstances), which notice shall offer each such Holder the opportunity to
include any or all of its or his Registrable Shares in such registration
statement, subject to the limitations contained in Section 2.2(b) and
Section 2.2(c)
hereof; provided, however, that if a
Holder requests the inclusion of Registrable Shares that are Non-Voting Common
Stock (“Non-Voting
Registrable Shares”) in any such registration of an 

     

    
      
        
        

      

      
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    underwritten
offering, such Non-Voting Registrable Shares will not be included in the
registration in the event that the managing underwriter advises the Company in
its reasonable opinion that inclusion of the Non-Voting Registrable Shares will
have a Material Adverse Effect on such offering.  Each Holder who
desires to have its or his Registrable Shares included in such registration
statement shall so advise the Company in writing (stating the number of shares
desired to be registered) within 10 Business Days after the date of such notice
from the Company (or such shorter period if the Company provides less than 15
Business Days notice as described in the parenthetical above).  Any
Holder shall have the right to withdraw such Holder’s request for inclusion of
such Holder’s Registrable Shares in any registration statement pursuant to this
Section 2.2(a)
by giving written notice to the Company of such withdrawal prior to the
effectiveness of such registration statement.  Subject to Section 2.2(b) and
Section 2.2(c)
below, the Company shall include in such registration statement all such
Registrable Shares so requested to be included therein; provided, however, that the
Company may at any time withdraw or cease proceeding with any such registration
if it shall at the same time withdraw or cease proceeding with the registration
of all other equity securities originally proposed to be
registered.  The Holder's right to participate in any piggyback
registration shall be conditioned on the Holder entering into an underwriting
agreement in customary form and acting in accordance with the terms and
conditions thereof.

     

    (b)           Priority on Primary
Registrations.  If a piggyback registration is initiated as an
underwritten primary registration of Common Stock on behalf of the Company, and
the managing underwriter advises the Company in its reasonable opinion that the
number of shares of Common Stock requested to be included in such registration
exceeds the number that can be sold in such offering without having a Material
Adverse Effect on such offering, then the Company shall include in such
registration the maximum number of shares that such underwriter advises can be
so sold without having such Material Adverse Effect, allocated (i) if the
Initial Holders own 50% or more of the Maximum Registrable Shares, (1) first, to
the shares of Common Stock the Company proposes to sell, and (2) second, to
Registrable Shares requested to be included therein and any other securities of
the Company entitled to piggyback registration rights pursuant to the agreements
listed on Schedule
2.1(d) (as in effect on the date hereof) requested to be included
therein, on a pro rata basis based on the number of shares of Common Stock owned
or in such other manner as the holders of such securities may agree, or (ii) if
the Initial Holders own less than 50% of the Maximum Registrable Shares, (1)
first, to the shares of Common Stock the Company proposes to sell, (2) second,
to Registrable Shares requested to be included therein and any other securities
of the Company then entitled to piggyback registration rights on a pro rata
basis based on the number of shares of Common Stock requested to be included or
in such other manner as the holders of such securities may agree, and (c) third,
among other shares of Common Stock requested to be included in such piggyback
registration by securityholders of the Company pro rata among such holders on a
pro rata basis based on the number of shares of Common Stock requested to be
included or in such other manner as the holders of such securities may
agree.

     

    (c)           Priority on Secondary
Registrations.  If a piggyback registration is initiated as an
underwritten secondary registration of shares of Common Stock (other than the
Registrable Shares) owned by securityholders of the Company, and the managing
underwriter advises the Company in its reasonable opinion that the number of
shares of Common Stock requested to be included in such registration exceeds the
number that can be sold in such offering 

     

    
      
        
        

      

      
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    without
having a Material Adverse Effect on such offering, then the Company shall
include in such registration the maximum number of shares that such underwriter
advises can be so sold without having such Material Adverse Effect, allocated
(i) if such registration is initiated pursuant to demand registration rights
contained in one or more of the agreements listed on Schedule 2.1(d) (as
in effect on the date hereof) (each such agreement is referred to herein as an
“Existing
Rights Agreement”), (1) first, to shares of Common Stock (other than the
Registrable Shares) requested to be included in such secondary registration by
holder(s) of Common Stock then entitled to such registration pursuant to such
Existing Rights Agreement, (2) second, to Registrable Shares requested by
Holders to be included in such piggyback registration allocated among such
requesting Holders on a pro rata basis based on the number of shares of Common
Stock owned or in such other manner as the Holders may agree, and (3) third, to
shares of Common Stock the Company proposes to sell and to other shares of
Common Stock requested to be included in such piggyback registration on a pro
rata basis based on the number of shares of Common Stock owned or in such other
manner as the Company and such holders may agree; provided, however, that if the
Registrable Shares may be allocated in such registration at a higher priority
pursuant to the terms of the applicable Existing Rights Agreement, then the
Registrable Shares requested to be included in such secondary registration by
holder(s) of Common Stock then entitled to such registration shall be allocated
pursuant to the terms of such Existing Rights Agreement, or (ii) if such
registration is initiated pursuant to demand registration rights granted after
the date hereof (each such agreement is referred to herein as a “Subsequent
Rights Agreement”), (1) first, to shares of Common Stock (including
Registrable Shares) requested to be included in such secondary registration by
holder(s) of Common Stock then entitled to such registration pursuant to
agreements with the Company on a pro rata basis based on the number of shares of
Common Stock requested to be included or in such other manner as the holders of
such securities may agree, and (2) second, to shares of Common Stock the Company
proposes to sell and to other shares of Common Stock requested to be included in
such piggyback registration on a pro rata basis based on the number of shares of
Common Stock requested to be included or in such other manner as the Company and
such holders may agree; provided, however, that if the
Registrable Shares may be allocated in such registration at a higher priority
pursuant to the terms of the applicable Subsequent Rights Agreement, then the
Registrable Shares requested to be included in such secondary registration by
holder(s) of Common Stock then entitled to such registration shall be allocated
pursuant to the terms of such Subsequent Rights Agreement.

     

    2.3       Holdback
Agreement.  Unless the Company and the managing
underwriter otherwise agrees, each of the Company and the Holders agrees (and
the Company agrees, in connection with any underwritten registration or
Underwritten Shelf Takedown, to use its reasonable best efforts to cause its
controlled Affiliates, other than the Securityholders, to agree) not to effect
any public sale or private offer or distribution of any Common Stock or Common
Stock Equivalents during the 5 Business Days prior to the effectiveness under
the Securities Act of any underwritten registration or the filing of any
prospectus supplement with respect to an Underwritten Shelf Takedown, and during
such time period after the effectiveness under the Securities Act of any
underwritten registration or the date of filing the prospectus supplement in the
course of a Underwritten Shelf Takedown (not to exceed 90 days) (except, if
applicable, as part of such underwritten registration) as the Company and the
managing underwriter may agree in writing, and the Holders will deliver an
undertaking to the managing underwriters (if requested) consistent with this
covenant.  The foregoing shall not apply to issuances by the Company
pursuant to any benefit or similar plan or pursuant to a registration statement
on Form 

     

    
      
        
        

      

      
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    S-8,
or any sales made pursuant to a Rule 10b5-1 trading plan established prior to
notice of the applicable offering having been given under this
Agreement.  Neither the Company, its controlled Affiliates, nor the
Holders shall be obligated to enter into a holdback agreement more than twice in
any 12-month period.

     

    2.4       Registration
Procedures.  

     

    (a)           Whenever
any Holder has requested that any Registrable Shares be registered pursuant to
this Agreement, the Company will use its reasonable best efforts to effect the
registration and the sale of such Registrable Shares in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will as
soon as reasonably practicable:

     

    (1)           prepare
and file with the SEC a registration statement on any appropriate form under the
Securities Act with respect to such Registrable Shares and use its reasonable
best efforts to cause such registration statement to become
effective;

     

    (2)           prepare
and file with the SEC such amendments, post-effective amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be reasonably necessary to keep such registration statement effective for
a period of not less than 180 days (or such lesser period as is necessary for
the underwriters in an underwritten offering to sell unsold allotments); and
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;

     

    (3)           furnish
to each Holder of Registrable Shares named in such registration statement and
the underwriters of the securities being registered a reasonable number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus), any documents incorporated by reference therein (unless
otherwise available on the SEC’s Edgar system) and such other documents as such
seller or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to Section 2.5 and the
requirements of the Securities Act and applicable state securities laws, the
Company consents to the use of the prospectus and any amendment or supplement
thereto by each seller and the underwriters in connection with the offering and
sale of the Registrable Shares covered by the registration statement of which
such prospectus, amendment or supplement is a part); provided, however, that the
Company shall have no obligation to furnish copies of a final prospectus if the
conditions of Rule 172(c) under the Securities Act are satisfied;

     

    (4)           use
its reasonable best efforts to register or qualify the Registrable Shares under
the other securities or blue sky laws of the jurisdictions as the managing
underwriter reasonably requests (or, in the event the registration statement
does not relate to an underwritten offering, as the holders of a majority of the
Registrable Shares may reasonably request); use its reasonable best efforts to
keep each such registration or qualification (or exemption therefrom) effective
during the period in which the registration statement is required to be kept
effective; and do any and all other acts and things which may be reasonably
necessary 

     

    
      
        
        

      

      
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    or
advisable to enable each seller to consummate the disposition of the Registrable
Shares owned by such seller in such jurisdictions (provided, however, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph, (ii) consent to general service of process in any such
jurisdiction, or (iii) subject itself to taxation in any such
jurisdiction);

     

    (5)           promptly
notify each Holder of Registrable Shares named in such registration statement
and the managing underwriter and, if requested by any such Person, confirm such
notice in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to a registration
statement or any post-effective amendment, when the same has become effective,
(ii) of the issuance by any state securities or other regulatory authority of
any order suspending the qualification or exemption from qualification of any of
the Registrable Shares under state securities or “blue sky” laws or the
initiation of any proceedings for that purpose and (iii) of the happening of any
event which makes any statement made in such registration statement or related
prospectus untrue or which requires the making of any changes in such
registration statement, prospectus or documents so that they will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading (in light of the circumstances under which they were made), and, as
soon as reasonably practicable thereafter, prepare and file with the SEC and
furnish a supplement or amendment to such prospectus so that, as thereafter
deliverable to the purchasers of such Registrable Shares, such prospectus will
not contain any untrue statement of a material fact or omit a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;

     

    (6)           upon
request, make generally available to the Company’s securityholders an earnings
statement (which need not be audited) satisfying the provisions of Section 11(a)
of the Securities Act as soon as reasonably practicable after the end of the 12
month period beginning with the first day of the Company’s first fiscal quarter
commencing after the effective date of a registration statement, which earnings
statement shall cover said 12 month period, and which requirement will be deemed
to be satisfied if the Company timely files complete and accurate information on
Forms 10-Q, 10-K or 8-K under the Exchange Act and otherwise complies with Rule
158 under the Securities Act;

     

    (7)           if
requested by the managing underwriter or any Holder of Registrable Shares named
in such registration statement, promptly incorporate in a prospectus supplement
or post-effective amendment such information as the managing underwriter or any
Holder reasonably requests to be included therein, including, without
limitation, with respect to the Registrable Shares being sold by such Holder,
the purchase price being paid therefor by the underwriters and with respect to
any other terms of the underwritten offering of the Registrable Shares to be
sold in such offering, and promptly make all required filings of such prospectus
supplement or post-effective amendment, it being agreed that the Company will
not be deemed to have breached this Agreement for any period that the
registration statement is not effective following the filing of any post
effective amendment at the request of the managing underwriter or any
Holder;

     

    
      
        
        

      

      
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    (8)           cooperate
with the sellers and the managing underwriter to facilitate the timely
preparation and delivery of certificates (which shall not bear any restrictive
legends unless required under applicable law), which may be registered in global
form, representing securities sold under any registration statement, and enable
such securities to be in such denominations and registered in such names as the
managing underwriter or such sellers may request;

     

    (9)           make
available for inspection by the Holders of Registrable Shares named in a
registration statement, any underwriter participating in any disposition
pursuant to any registration statement of such Registrable Shares, and any
attorney, accountant or other agent retained by any such Holder or underwriter
(collectively, the “Inspectors”),
at reasonable times and in a reasonable manner, all pertinent financial and
other records, corporate documents and properties of the Company (collectively,
the “Records”),
and cause the Company’s officers, directors and employees to supply all
information reasonably requested by any such Inspector to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act in
connection with such registration statement; provided, that the
foregoing investigation and information gathering shall be coordinated on behalf
of such parties by up to two firms of counsel (one being for the Holders and one
being for the underwriters) designated by and on behalf of such parties; and
provided,
unless the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement or the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, the Company shall not be required to provide any
information under this subparagraph (9) if (i) the Company believes, after
consultation with counsel for the Company, that to do so would cause the Company
to forfeit an attorney-client privilege that was applicable to such information
or (ii) if either (A) the Company has requested and been granted from the SEC
confidential treatment of such information contained in any filing with the SEC
or documents provided supplementally or otherwise or (B) the Company reasonably
determines in good faith that such Records are confidential and so notifies the
Inspectors in writing unless prior to furnishing any such information with
respect to (i) or (ii) such Holder of Registrable Shares requesting such
information agrees to enter into a confidentiality agreement in customary form
and subject to customary exceptions; and provided, further, that each
Holder of Registrable Shares agrees that it will, upon learning that disclosure
of any Records is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company, at its expense, to undertake appropriate
action and to prevent disclosure of the Records deemed
confidential;

     

    (10)           furnish
to the managing underwriter (i) an opinion or opinions of counsel to the Company
and (ii) a comfort letter or comfort letters from the Company’s independent
public accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the
managing underwriter reasonably requests;

     

    (11)           cause
the Registrable Shares included in any registration statement to be listed on
each securities exchange, if any, on which similar securities issued by the
Company are then listed;

     

    
      
        
        

      

      
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    (12)           provide
a transfer agent and registrar for all Registrable Shares registered hereunder
and provide a CUSIP number for the Registrable Shares included in any
registration statement not later than the effective date of such registration
statement;

     

    (13)           reasonably
cooperate with each seller and each underwriter participating in the disposition
of such Registrable Shares and their respective counsel in connection with any
filings required to be made with the Financial Industry Regulatory Authority
(“FINRA”);

     

    (14)           notify
each Holder of Registrable Shares named in a registration statement promptly of
any request by the SEC for the amending or supplementing of such registration
statement or prospectus or for additional information;

     

    (15)           prepare
and file with the SEC any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel for the Company or the
managing underwriter, is reasonably required in connection with the distribution
of the Registrable Shares;

     

    (16)           enter
into such agreements (including underwriting agreements in the managing
underwriter’s customary form) as are reasonable and customary in connection with
an underwritten registration permitted to be made herein; and

     

    (17)           advise
each Holder of such Registrable Shares named in a registration statement,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use its reasonable best efforts to prevent the
issuance of any stop order or to obtain its withdrawal at the earliest possible
moment if such stop order should be issued.

     

    (b)           Upon
request of the Company, each Holder shall furnish the Company as soon as
reasonably practicable with any information regarding such Holder and the
disposition of the Registrable Shares, including without limitation the plan of
distribution of the Registrable Shares, as the Company reasonably determines is
required to be included in a registration statement.

     

    2.5       Suspension of
Dispositions.  Each Holder agrees by acquisition of any
Registrable Shares that, upon receipt of any notice (a “Suspension
Notice”) from the Company of the happening of any event of the kind
described in Section
2.4(a)(5)(iii) such Holder will forthwith discontinue disposition of
Registrable Shares until such Holder’s receipt of the copies of the supplemented
or amended prospectus, or until it is advised in writing (the “Advice”)
by the Company that the use of the prospectus may be resumed, and has received
copies of any additional or supplemental filings which are incorporated by
reference in the prospectus (the “Suspension
Period”), and, if so directed by the Company, such Holder will deliver to
the Company all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Shares current at the
time of receipt of such notice.  In the event the Company shall give
any such notice, the time period regarding the effectiveness of registration
statements set forth in Section 2.4(b) hereof
shall be extended by the number of days 

     

    
      
        
        

      

      
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    during
the period from and including the date of the giving of the Suspension Notice to
and including the date when each seller of Registrable Shares covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus or the Advice.  The Company shall use its
reasonable best efforts and take such actions as are reasonably necessary to
render the Advice as promptly as practicable.  Each Holder agrees,
other than as required by applicable law, to keep confidential the existence of
any Suspension Notice and, if disclosed to the Holders, the facts and
circumstances giving rise thereto.  

     

    2.6       Registration
Expenses.  All expenses incident to the Company’s
performance of or compliance with this Article II including,
without limitation, all registration and filing fees, all fees and expenses
associated with filings required to be made with FINRA (including, if
applicable, the fees and expenses of any “qualified independent underwriter” as
such term is defined in Rule 2720 of the National Association of Securities
Dealers, Inc. Manual), as may be required by the rules and regulations of FINRA,
fees and expenses of compliance with securities or “blue sky” laws (including
reasonable fees and disbursements of one counsel in connection with “blue sky”
qualifications of the Registrable Shares), printing expenses (including expenses
of printing certificates for the Registrable Shares in a form eligible for
deposit with Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter in an
underwritten offering that includes any Registrable Shares), messenger and
delivery expenses of the Company, the Company’s internal expenses (including
without limitation all salaries and expenses of its officers and employees
performing legal or accounting duties), the fees and expenses incurred in
connection with any listing of the Registrable Shares, fees and expenses of
counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or “cold comfort” letters required
by or incident to such performance), securities acts liability insurance (if the
Company elects to obtain such insurance), the fees and expenses of any special
experts retained by the Company in connection with such registration, and the
fees and expenses of other persons retained by the Company and reasonable fees
and expenses of one firm of counsel for the sellers (which shall be selected by
the holders of a majority of the Registrable Shares being included in any
particular registration statement) (all such expenses being herein called “Registration Expenses”)
will be borne by the Company whether or not any registration statement becomes
effective; provided, however, that in no
event shall Registration Expenses include any underwriting discounts,
commissions, fees or expenses attributable to the sale of the Registrable Shares
or any accountants or other persons (other than the counsel whose expenses are
to be paid by the Company as set forth herein) retained or employed by the
Holders, which shall be borne solely by the Holders.

     

    2.7       Indemnification.

     

    (a)           The
Company agrees to indemnify and reimburse, to the fullest extent permitted by
law, each seller of Registrable Shares, and each of its employees, advisors,
agents, representatives, partners, officers, and directors and each Person who
controls such seller (within the meaning of the Securities Act or the Exchange
Act) and any agent or investment advisor thereof (collectively, the “Seller
Affiliates”) (i) against any and all losses, claims, damages, liabilities
and reasonable expenses, joint or several (including, without limitation,
attorneys’ fees and disbursements except as limited by Section 2.7(c))
based upon, arising out of, related to or resulting from any untrue or alleged
untrue statement of a material fact contained in any 

     

    
      
        
        

      

      
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    registration
statement, prospectus preliminary prospectus, free writing prospectus or any
amendment thereof or supplement thereto for the offering of Registrable Shares,
or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the case
of any prospectus, in light of the circumstances under which they were made),
(ii) against any and all losses, liabilities, claims, damages and expenses
whatsoever (including, without limitation, attorneys’ fees and disbursements
except as limited by Section 2.7(c)),
as incurred, to the extent of the aggregate amount paid in settlement of any
litigation or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, and (iii) against any and all costs and expenses
(including, without limitation, attorneys’ fees and disbursements except as
limited by Section 2.7(c))
as may be reasonably incurred in investigating, preparing or defending against
any litigation, investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, or such violation of the Securities Act or
Exchange Act, to the extent that any such expense or cost is not paid under
subparagraph (i) or (ii) above (collectively, “Losses”);
except insofar as any (x) such statements are made in reliance upon and in
conformity with information furnished in writing to the Company by such seller
or any Seller Affiliate for use therein or arise from such seller’s or any
Seller Affiliate’s failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such seller or Seller Affiliate with a sufficient number of copies of
the same, or (y) such Losses arise from the use by and such seller or Seller
Affiliate of any prospectus for Registrable Shares during any Suspension
Period.  The reimbursements required by this Section 2.7(a) will
be made by periodic payments during the course of the investigation or defense,
as and when bills are received or expenses incurred.

     

    (b)           In
connection with any registration statement in which a seller of Registrable
Shares is participating, each such seller will furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
fullest extent permitted by law, each such seller will indemnify the Company and
its employees, advisors, agents, representatives, partners, officers, and
directors and each Person who controls the Company (within the meaning of the
Securities Act or the Exchange Act) (i) against any and all losses, claims,
damages, liabilities and reasonable expenses (including, without limitation,
reasonable attorneys’ fees and disbursements except as limited by Section 2.7(c)) based
upon, arising out of, related to or resulting from any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, prospectus, preliminary prospectus, free writing prospectus or any
amendment thereof or supplement thereto for the offering of Registrable Shares
or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the case
of any prospectus, in light of the circumstances under which they were made),
but only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission is contained in any information or affidavit so
furnished in writing by such seller or any of its Seller Affiliates specifically
for inclusion in the registration statement, (ii) against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, without
limitation, attorneys’ fees and disbursements except as limited by Section 2.7(c)),
as incurred, to the extent of the aggregate amount paid in settlement of any
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    investigation
or proceeding by any governmental agency or body, commenced or threatened, or of
any claim whatsoever based upon, arising out of, related to or resulting from
any such untrue statement or omission or alleged untrue statement or omission,
and (iii) against any and all costs and expenses (including, without limitation,
attorneys’ fees and disbursements except as limited by Section 2.7(c))
as may be reasonably incurred in investigating, preparing or defending against
any litigation, investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, or such violation of the Securities Act or
Exchange Act, to the extent that any such expense or cost is not paid under
subparagraph (i) or (ii) above; provided that the
obligation to indemnify will be several, not joint and several, among such
sellers of Registrable Shares, and the liability of each such seller of
Registrable Shares will be in proportion to the net amount received by such
seller from the sale of Registrable Shares pursuant to such registration
statement as compared to the total net amount received by all such sellers of
Registrable Shares who are liable for indemnification payments or reimbursements
hereunder in connection with such registration statement, and, provided, further, that such
liability will be limited to, the net amount received by such seller from the
sale of Registrable Shares pursuant to such registration statement; provided, however, that such
seller of Registrable Shares shall not be liable in any such case to the extent
that prior to the filing of any such registration statement or prospectus or
amendment thereof or supplement thereto, such seller has furnished in writing to
the Company information expressly for use in such registration statement or
prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the
Company.

     

    (c)           Any
Person entitled to indemnification hereunder will (i) give prompt written notice
to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the
failure to give such notice shall not limit the rights of such Person) and (ii)
unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided, however, that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (A)
the indemnifying party has agreed to pay such fees or expenses or (B) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person.  If such
defense is not assumed by the indemnifying party as permitted hereunder, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld).  If such defense is assumed by the
indemnifying party pursuant to the provisions hereof, such indemnifying party
shall not settle or otherwise compromise the applicable claim unless (i) such
settlement or compromise contains a full and unconditional release of the
indemnified party or (ii) the indemnified party otherwise consents in
writing.  An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party, a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    shall
be obligated to pay the reasonable fees and disbursements of such additional
counsel or counsels.

     

    (d)           Each
party hereto agrees that, if for any reason the indemnification provisions
contemplated by Section 2.7(a) or
Section 2.7(b)
are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities or expenses (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, liabilities or expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the actions
which resulted in the losses, claims, damages, liabilities or expenses as well
as any other relevant equitable considerations.  The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 2.7(d)
were determined by pro rata allocation (even if the Holders or any underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 2.7(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or, except as provided in Section 2.7(c),
defending any such action or claim.  Notwithstanding the provisions of
this Section
2.7(d), no Holder shall be required to contribute an amount greater than
the dollar amount by which the net proceeds received by such Holder with respect
to the sale of any Registrable Shares exceeds the amount of damages which such
Holder has otherwise been required to pay by reason of any and all untrue or
alleged untrue statements of material fact or omissions or alleged omissions of
material fact made in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto related to such sale
of Registrable Shares.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The Holders’ obligations in this Section 2.7(d) to
contribute shall be several in proportion to the amount of Registrable Shares
registered by them and not joint.

     

    If
indemnification is available under Section 2.7(a) or
Section 2.7(b),
the indemnifying parties shall indemnify each indemnified party to the full
extent provided in Section 2.7(a) and
Section 2.7(b)
without regard to the relative fault of said indemnifying party or indemnified
party or any other equitable consideration provided for in this Section 2.7(d)
subject, in the case of the Holders, to the limited dollar amounts set forth in
Section 2.7(b).

     

    (e)           The
indemnification and contribution provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    2.8       Transfer of
Registration Rights.  A Holder may
transfer or assign the rights of such Holder under this Agreement to a
transferee or assignee upon a transfer or assignment by such Holder of at least
100,000 of such Holder’s Registrable Shares (as adjusted for stock splits, stock
dividends, recapitalizations and the like); provided, however, that the
Company is given: (a) written notice by such Holder at or within a reasonable
time after said transfer, stating the name and address of such transferee or
assignee, whether such transferee or assignee qualifies as an Initial Holder or
Subsequent Holder, and identifying the Registrable Shares with respect to which
such registration rights are being transferred or assigned; and (b) a joinder
agreement executed by such transferee or assignee pursuant to which such
transferee or assignee agrees to be bound by the terms of this
Agreement.  Notwithstanding the foregoing, a Holder may transfer or
assign the rights of such Holder under this Agreement to a transferee or
assignee upon a transfer or assignment by such Holder of less than 100,000 of
such Holder’s Registrable Shares (as adjusted for stock splits, stock dividends,
recapitalizations and the like) if such transferee or assignee is (i) an
Affiliate, partner or retired partner of any Holder or (ii) any family member or
trust for the benefit of any individual Holder.  Nothing in this
Section 2.8 shall affect any restrictions on transfer contained in any other
contract between the Company and any Holder.

     

    2.9       Current Public
Information.  With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC that may at any
time permit the sale of securities to the public without registration, the
Company agrees to use its reasonable best efforts to:

     

    (a)           make
and keep available Current Public Information, as such term is defined in Rule
144 under the Securities Act, at all times;

     

    (b)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

     

    (c)           furnish
to any Holder, so long as such Holder owns any Registrable Shares, upon request
by such Holder, (i) a written statement by the Company that it has complied with
the reporting requirements of Rule 144, and of the Securities Act and the
Exchange Act, and (ii) a copy of the most recent annual or quarterly report of
the Company (if such reports are not otherwise available on the SEC’s
website).

     

    ARTICLE
III - OTHER AGREEMENTS

     

    3.1       Waiver of
January 2006
Rights Agreement.  The Securityholders represent and
warrant that they and their Affiliates hold at least the majority of the
“Registrable Securities” outstanding under the January 2006 Rights
Agreement.  In consideration for the Company entering into this
Agreement, the Securityholders hereby agree to waive indefinitely any and all
rights to which they otherwise would be entitled under the January 2006 Rights
Agreement pursuant to Section 13 thereof, and to take any actions required to be
taken by them under the January 2006 Rights Agreement (including delivery of a
written agreement to such effect) in order to effectuate such waiver, and the
January 2006 Rights Agreement will thereupon be terminated in accordance with
Section 13.2 thereof.   

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    3.2       Waiver of
January 2008 Rights
Agreement.  The Securityholders represent and warrant
that they and their Affiliates hold at least the majority of the “Registrable
Securities” outstanding under the January 2008 Rights Agreement.  In
consideration for the Company entering into this Agreement, the Securityholders
hereby agree to waive indefinitely any and all rights to which they otherwise
would be entitled under the January 2008 Rights Agreement pursuant to Section
7.2 thereof, and to take any actions required to be taken by them under the
January 2008 Rights Agreement (including delivery of a written agreement to such
effect) in order to effectuate such waiver, and the January 2008 Rights
Agreement will thereupon be terminated. 

     

    ARTICLE
IV - TERMINATION

     

    4.1       Termination.  Except
with respect to the parties’ obligations under Section 2.7, this
Agreement shall terminate upon the earliest to occur of (i) such time as there
are no Registrable Shares hereunder, and (ii) ten (10) years from the date
hereof.

     

    ARTICLE
V - MISCELLANEOUS

     

    5.1       Notices.  Any
notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telex, by
telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows (or at such other address as may be substituted
by notice given as herein provided):

     

    If
to the Company:

     

    SkyTerra
Communications, Inc.

    10802
Parkridge Boulevard

    Reston,
Virginia 20191

    Facsimile:  (703)
390-6113

    Attention:  General
Counsel

    


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

     

    Skadden,
Arps, Slate, Meagher & Flom LLP

    Four
Times Square

    New
York, New York 10036

    Facsimile:  (917)
777-2918

    Attention:  Gregory
A. Fernicola

    


    If
to any Securityholder:

     

    c/o
Harbinger Capital Partners Funds

    555
Madison Avenue, 16th
Floor

    New
York, New York 10022

    Facsimile:
(212) 508-3721

    Attention:  Jeffrey
T. Kirshner

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    With
copies to (which shall not constitute notice):

     

    Harbert
Management Corporation

    One
Riverchase Parkway South

    Birmingham,
Alabama 35244

    Facsimile:  (205)
987-5505

    Attention:  General
Counsel

    


    and

    


    Weil,
Gotshal & Manges LLP

    100
Federal Street, 34th
Floor

    Boston,
Massachusetts 02110

    Facsimile:  (617)
772-8333

    Attention:  Joseph
J. Basile, Jr.

    


    Any
notice or communication hereunder shall be deemed to have been given or made as
of the date so delivered if personally delivered; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and five calendar days
after mailing if sent by registered or certified mail (except that a notice of
change of address shall not be deemed to have been given until actually received
by the addressee).  Failure to transmit a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.  If a notice or communication is given or made in the
manner provided above, it is duly given, whether or not the addressee receives
it.

     

    5.2       Governing
Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR
INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED,
CONSTRUED AND DETERMINED EXCLUSIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THAT WOULD REQUIRE
THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

     

    5.3       Jurisdiction.  EACH PARTY
HERETO IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN
NEW YORK, NEW YORK, AND ANY APPELLATE COURT THEREFROM, FOR THE RESOLUTION OF ANY
AND ALL DISPUTES, CONTROVERSIES, CONFLICTS, LITIGATION OR ACTIONS ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, AGREES NOT TO
COMMENCE ANY LITIGATION OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE SUBJECT MATTER HEREOF IN ANY OTHER COURT, AND WAIVES ANY RIGHT TO A JURY
TRIAL IN CONNECTION WITH ANY LITIGATION OR ACTION 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND THE SUBJECT MATTER HEREOF.


     

    5.4       Successors and
Assigns.  Except as otherwise expressly provided herein,
this Agreement shall be binding upon and benefit the Company, each Holder and
their respective successors and assigns.

     

    5.5       Duplicate
Originals.  All parties may sign any number of copies of
this Agreement.  Each signed copy shall be an original, but all of
them together shall represent the same agreement.

     

    5.6       Severability.  In
case any provision in this Agreement shall be held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and the remaining
provisions shall not in any way be affected or impaired thereby.

     

    5.7       No Waivers;
Amendments.

     

    (a)           No
failure or delay on the part of the Company or any Holder in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy.  The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to the Company or any Holder at
law or in equity or otherwise.

     

    (b)           Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Company and the Required
Holders.

     

    5.8       Negotiated
Agreement.  This Agreement was negotiated
by the parties with the benefit of legal representation, and any rule of
construction or interpretation otherwise requiring this Agreement to be
construed or interpreted against any party shall not apply to the construction
or interpretation hereof. 

     

    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first written
above.

     

    


    
      
        	 
      	
                SKYTERRA COMMUNICATIONS,
      INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      /s/ Alexander
      H. Good
	 
      	 
      	 
      
	 
      	
                Name:

              	 
      Alexander H. Good
	 
      	 
      	 
      
	 
      	
                Title:

              	 
      Chairman, CEO
      & President


      

       

       

       

       

      
        
          
          

        

        
          
            [Signature
Page to Registration Rights Agreement]

          

          
            

          

        

        
          
          

        

      

       

    

    
      	 
      	
              HARBINGER
      CAPITAL PARTNERS MASTER FUND I, LTD.

            
	 
      	 
      	 
      
	 
      	
              By:
      Harbinger Capital Partners Offshore Manager, LLC, as investment
      manager

            
	 
      	 
      	 
      
	 
      	
              By:

            	  /s/ William R.
      Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Name:

            	 
      William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Title:

            	  Executive Vice
      President


    

    


    
      	 
      	
              HARBINGER
      CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

            
	 
      	 
      	 
      
	 
      	
              By:
      Harbinger Capital Partners Special Situations GP, LLC, as general
      partner

            
	 
      	 
      	 
      
	 
      	
              By:

            	   /s/ William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Name:

            	 
      William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Title:

            	  Executive Vice President


    

    


    
      	 
      	
              HARBINGER
      CAPITAL PARTNERS FUND I, L.P.

            
	 
      	 
      	 
      
	 
      	
              By:
      Harbinger Capital Partners GP, LLC, as general partner

            
	 
      	 
      	 
      
	 
      	
              By:

            	   /s/ William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Name:

            	 
      William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Title:

            	  Executive Vice President


    

    


    
      	 
      	
              HARBINGER
      CO-INVESTMENT FUND, L.P.

            
	 
      	 
      	 
      
	 
      	
              By:
      Harbinger Co-Investment GP, LLC, as general partner

               

              By:
      HMC-New York, Inc., as managing member

            
	 
      	 
      	 
      
	 
      	
              By:

            	   /s/ William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Name:

            	 
      William R. Lucas, Jr.
	 
      	 
      	 
      
	 
      	
              Title:

            	  Executive Vice President


    

     

    
      
        
        

      

      
        
          [Signature
Page to Registration Rights Agreement]

        

        
          

        

      

      
        
        

      

    

     

    Schedule
2.1(d)

     

    SkyTerra
Communications, Inc. Registration
Rights Agreements

     

    
      	
              1.

            	
              Registration Rights
      Agreement, dated as of January 7, 2008, by and among Harbinger Capital
      Partners Master Fund I, Ltd., Harbinger Capital Special Situations Fund,
      LP and SkyTerra Communications,
  Inc.

            


    

     

    
      	
              2.

            	
              Registration Rights Agreement,
      dated as of December 20, 2007, by and between SkyTerra Communications,
      Inc. and Inmarsat Global
Limited.

            


    

     

    
      	
              3.

            	
              Registration Rights
      Agreement, dated as of October 6, 2006, by and between SkyTerra
      Communications, Inc. and BCE
Inc.

            


    

     

    
      	
              4.

            	
              Registration Rights Agreement,
      dated as of September 25, 2006, by and between SkyTerra Communications,
      Inc. and Motient
Corporation.

            


    

     

    
      	
              5.

            	
              Registration Rights
      Agreement, dated as of May 6, 2006, by and among SkyTerra
      Communications, Inc. and each of the Blocker Corporations and each of the
      stockholders of the Blocker
  Corporations.

            


    

     

    
      	
              6.

            	
              Registration Rights
      Agreement dated as of May 6, 2006, by and among Trophy Hunter Investments,
      Ltd., Bay Harbour 90-1, Ltd. and Bay Harbour Master Ltd.
      et al. and SkyTerra Communications,
  Inc.

            


    

     

    
      	
              7.

            	
              Registration Rights
      Agreement, dated as of January 1, 2006, by and among Hughes
      Communications, Inc., Apollo Investment Fund IV, L.P., Apollo Overseas
      Partners IV, L.P., AIF IV/RRRR LLC, AP/RM Acquisition LLC and
      ST/RRRR LLC.