STATEMENT WITH RESPECT TO THE ACQUIRED SHARES (AND ANY AMENDMENTS, INCLUDING ANY
POST-EFFECTIVE AMENDMENTS OR SUPPLEMENTS TO THE RESALE REGISTRATION STATEMENT
SKYTERRA DEEMS TO BE NECESSARY) AND USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE RESALE REGISTRATION STATEMENT TO BECOME EFFECTIVE AND TO COMPLY WITH
THE PROVISIONS OF THE SECURITIES ACT APPLICABLE TO IT; PROVIDED, THAT BEFORE
FILING THE RESALE REGISTRATION STATEMENT OR PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO, SKYTERRA SHALL FURNISH TO COUNSEL FOR THE HOLDERS COPIES OF
ALL SUCH DOCUMENTS PROPOSED TO BE FILED, INCLUDING DOCUMENTS INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT AND, IF REQUESTED BY THE HOLDERS, THE
EXHIBITS INCORPORATED BY REFERENCE SO AS TO PROVIDE THE HOLDERS AND THEIR
COUNSEL A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON SUCH DOCUMENTS, AND
SKYTERRA (I) WILL MAKE SUCH CHANGES AND ADDITIONS THERETO AS REASONABLY
REQUESTED BY COUNSEL TO THE HOLDERS PRIOR TO FILING THE RESALE REGISTRATION
STATEMENT OR AMENDMENT THERETO OR ANY PROSPECTUS OR ANY SUPPLEMENT THERETO AND
(II) IF ANY OF THE HOLDERS ARE UNDERWRITERS OR CONTROLLING PERSONS OF SKYTERRA,
WILL INCLUDE THEREIN MATERIAL RELATING TO THE HOLDERS OR THE PLAN OF
DISTRIBUTION FOR THE ACQUIRED SHARES REGISTERED THEREUNDER, FURNISHED TO
SKYTERRA IN WRITING, WHICH, IN THE REASONABLE JUDGMENT OF THE HOLDERS, SHOULD BE
INCLUDED;
(B)
FURNISH TO THE HOLDERS SUCH NUMBER OF COPIES OF THE RESALE
REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO, THE PROSPECTUS
INCLUDED IN THE RESALE REGISTRATION STATEMENT AND SUCH OTHER DOCUMENTS AS THE
HOLDERS MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF THE
ACQUIRED SHARES REGISTERED THEREUNDER; PROVIDED, HOWEVER, THAT SKYTERRA SHALL
HAVE NO OBLIGATION TO FURNISH COPIES OF A FINAL PROSPECTUS IF THE CONDITIONS OF
RULE 172(C) UNDER THE SECURITIES ACT ARE SATISFIED BY SKYTERRA;
(C)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
THE RESALE REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION
THEREWITH AS MAY BE NECESSARY TO KEEP THE RESALE REGISTRATION STATEMENT
EFFECTIVE FOR THE TIME PERIOD AS SPECIFIED IN SECTION 1.1 IN ORDER TO COMPLETE
THE DISPOSITION OF THE ACQUIRED SHARES COVERED BY THE RESALE REGISTRATION
STATEMENT AND COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL ACQUIRED SHARES COVERED BY THE RESALE REGISTRATION
STATEMENT DURING SUCH PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION THEREOF AS SET FORTH IN THE RESALE REGISTRATION STATEMENT;
(D)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY THE
ACQUIRED SHARES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTIONS AS THE HOLDERS REASONABLY REQUEST AND DO ANY AND ALL OTHER ACTS
AND THINGS WHICH MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE HOLDERS
TO CONSUMMATE THE DISPOSITION OF THE ACQUIRED SHARES IN SUCH JURISDICTIONS OF
(PROVIDED THAT SKYTERRA SHALL NOT BE REQUIRED TO (I) QUALIFY GENERALLY TO DO
BUSINESS IN ANY JURISDICTION WHERE
2
IT WOULD NOT OTHERWISE BE REQUIRED TO QUALIFY BUT FOR THIS SUBSECTION,
(II) SUBJECT ITSELF TO TAXATION IN ANY SUCH JURISDICTION OR (III) CONSENT TO
GENERAL SERVICE OF