OF SKYTERRA, AND CAUSE SKYTERRA'S OFFICERS, MANAGERS, EMPLOYEES AND
INDEPENDENT ACCOUNTANTS TO SUPPLY ALL INFORMATION REASONABLY REQUESTED BY THE
HOLDERS AND SUCH UNDERWRITERS, ATTORNEYS, ACCOUNTANTS OR AGENTS IN CONNECTION
WITH THE RESALE REGISTRATION STATEMENT; AND
(J)
MAKE GENERALLY AVAILABLE TO ITS STOCKHOLDERS A CONSOLIDATED
EARNINGS STATEMENT (WHICH NEED NOT BE AUDITED) FOR THE 12 MONTHS BEGINNING AFTER
THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT AS SOON AS REASONABLY
PRACTICABLE AFTER THE END OF SUCH PERIOD, WHICH EARNINGS STATEMENT SHALL SATISFY
THE REQUIREMENTS OF AN EARNING STATEMENT UNDER SECTION 11(A) OF THE SECURITIES
ACT.
1.3
OTHER PROCEDURAL MATTERS.
(A)
SEC CORRESPONDENCE. SKYTERRA SHALL MAKE AVAILABLE TO THE HOLDERS
PROMPTLY AFTER THE SAME IS PREPARED AND PUBLICLY DISTRIBUTED, FILED WITH THE
SEC, OR RECEIVED BY SKYTERRA, ONE COPY OF THE RESALE REGISTRATION STATEMENT AND
ANY AMENDMENT THERETO, EACH PRELIMINARY PROSPECTUS AND EACH AMENDMENT OR
SUPPLEMENT THERETO, EACH LETTER WRITTEN BY OR ON BEHALF OF SKYTERRA TO THE SEC
OR THE STAFF OF THE SEC (OR OTHER GOVERNMENTAL AGENCY OR SELF-REGULATORY BODY OR
OTHER BODY HAVING JURISDICTION, INCLUDING ANY DOMESTIC OR FOREIGN SECURITIES
EXCHANGE), IN EACH CASE RELATING TO THE RESALE REGISTRATION STATEMENT. SKYTERRA
WILL PROMPTLY RESPOND TO ANY AND ALL COMMENTS RECEIVED FROM THE SEC, WITH A VIEW
TOWARDS CAUSING THE RESALE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO TO BE
DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE AND SHALL FILE AN
ACCELERATION REQUEST AS SOON AS PRACTICABLE FOLLOWING THE RESOLUTION OR
CLEARANCE OF ALL SEC COMMENTS OR, IF APPLICABLE, FOLLOWING NOTIFICATION BY THE
SEC THAT THE RESALE REGISTRATION STATEMENT OR ANY AMENDMENT THERETO WILL NOT BE
SUBJECT TO REVIEW.
(B)
SKYTERRA MAY REQUIRE THE HOLDERS TO FURNISH TO SKYTERRA ANY OTHER
INFORMATION REGARDING THE HOLDERS AND THE DISPOSITION OF THE ACQUIRED SHARES,
INCLUDING WITHOUT LIMITATION THE PLAN OF DISTRIBUTION OF THE ACQUIRED SHARES, AS
SKYTERRA REASONABLY DETERMINES, IS REQUIRED TO BE INCLUDED IN THE RESALE
REGISTRATION STATEMENT.
(C)
EACH OF THE HOLDERS AGREES THAT, UPON NOTICE FROM SKYTERRA OF THE
HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN THE
RESALE REGISTRATION STATEMENT CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING
(A "SUSPENSION NOTICE"), SUCH HOLDER WILL FORTHWITH DISCONTINUE DISPOSITION OF
ACQUIRED SHARES PURSUANT TO THE RESALE REGISTRATION STATEMENT UNTIL THE HOLDERS
ARE ADVISED IN WRITING BY SKYTERRA THAT THE USE OF THE PROSPECTUS MAY BE RESUMED
AND ARE FURNISHED WITH A SUPPLEMENTED OR AMENDED PROSPECTUS AS CONTEMPLATED BY
SECTION 1.2 HEREOF; PROVIDED, HOWEVER, THAT SUCH POSTPONEMENT OF SALES OF
ACQUIRED SHARES BY THE HOLDERS SHALL NOT IN ANY EVENT EXCEED (I) TWENTY (20)
CONSECUTIVE DAYS OR (II) FORTY-FIVE (45) DAYS IN THE AGGREGATE IN ANY 12 MONTH
PERIOD. IF SKYTERRA SHALL GIVE THE HOLDERS ANY SUSPENSION NOTICE, SKYTERRA SHALL
EXTEND THE PERIOD OF TIME DURING WHICH SKYTERRA IS REQUIRED TO MAINTAIN THE
RESALE REGISTRATION STATEMENT EFFECTIVE
4
PURSUANT TO THIS AGREEMENT BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND