Exhibit 10.7
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 6, 2006,
is by and among Trophy Hunter Investments, Ltd., Bay Harbour 90-1, Ltd. and Bay
Harbour Master Ltd., Continental Casualty Company, Maranello Holdings LLC,
Scoggin IV LLC, Mr. Jeffrey Benjamin and Mr. Norman Brownstein (each, a
"Holder," together, the "Holders") and SkyTerra Communications, Inc., a Delaware
corporation ("SkyTerra"). Certain capitalized terms used herein are defined in
Section 7 below.
RECITALS:
WHEREAS, pursuant to the agreements listed on Schedule A hereto (the
"Merger/Purchase Agreements"), SkyTerra will issue an aggregate of 4,125,183
shares of its Common Stock (the "Acquired Shares") to the Holders;
WHEREAS, in order to induce the Holders to consummate the transactions under the
Merger/Purchase Agreements, SkyTerra has agreed to provide certain registration
rights to the Holders on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.
REGISTRATION UNDER THE SECURITIES ACT.
1.1
REGISTRATION.
(A)
EACH OF THE PARTIES TO THIS AGREEMENT SHALL COOPERATE, AND
SKYTERRA SHALL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AS
SOON AS PRACTICABLE FOLLOWING THE DATE HEREOF, A REGISTRATION STATEMENT ON THE
APPROPRIATE FORM FOR THE PURPOSE OF REGISTERING THE ACQUIRED SHARES UNDER THE
SECURITIES ACT FOR RESALE BY HOLDERS OF THE ACQUIRED SHARES (THE "RESALE
REGISTRATION STATEMENT"). SKYTERRA WILL CAUSE THE RESALE REGISTRATION STATEMENT
TO COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF
THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER. SKYTERRA SHALL USE
ITS COMMERCIALLY REASONABLE EFFORTS, AND EACH OF THE HOLDERS WILL COOPERATE WITH
SKYTERRA, TO HAVE THE RESALE REGISTRATION STATEMENT DECLARED EFFECTIVE BY THE
SEC AS PROMPTLY AS PRACTICABLE.
(B)
SKYTERRA SHALL KEEP THE RESALE REGISTRATION STATEMENT EFFECTIVE
(INCLUDING THROUGH THE FILING OF ANY REQUIRED POST-EFFECTIVE AMENDMENTS) UNTIL
THE EARLIER TO OCCUR OF (I) SUCH TIME AS THE HOLDERS HAVE SOLD ALL OF THE
ACQUIRED SHARES REGISTERED THEREUNDER OR (II) ONE YEAR FROM THE INITIAL CLOSING
(AS DEFINED IN THE EXCHANGE AGREEMENT BY AND AMONG MOTIENT CORPORATION, MOTIENT
VENTURES HOLDING INC., AND SKYTERRA COMMUNICATIONS, INC. DATED AS OF MAY 6,
2006); PROVIDED, THAT SUCH DATE SHALL BE EXTENDED BY THE AMOUNT OF TIME OF ANY
PERIOD DURING WHICH THE HOLDERS MAY NOT USE THE RESALE REGISTRATION STATEMENT AS
THE RESULT OF THE OCCURRENCE OF AN EVENT DESCRIBED IN SECTION 1.2(E) (II),
(III) OR (IV) BELOW. THEREAFTER, SKYTERRA SHALL BE ENTITLED TO WITHDRAW THE
RESALE REGISTRATION STATEMENT AND, UPON SUCH WITHDRAWAL, THE HOLDERS SHALL HAVE
NO FURTHER RIGHT TO SELL ANY OF THE ACQUIRED SHARES PURSUANT TO THE RESALE
REGISTRATION STATEMENT (OR ANY PROSPECTUS FORMING A PART THEREOF).
1.2
REGISTRATION PROCEDURES. SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, SKYTERRA SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO EFFECT THE
REGISTRATION AND THE DISPOSITION OF THE ACQUIRED SHARES IN ACCORDANCE WITH THE
INTENDED METHOD OF DISPOSITION THEREOF, AND PURSUANT THERETO SKYTERRA SHALL AS
EXPEDITIOUSLY AS PRACTICABLE:
(A)
PROMPTLY PREPARE AND FILE WITH THE SEC THE RESALE REGISTRATION