Common use of Non-Voting Common Stock Clause in Contracts

Non-Voting Common Stock. (a) SkyTerra shall reserve and keep available for issuance upon and until the exercise of the January Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the January Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the January Warrants. SkyTerra shall use its commercially reasonable best efforts to cause its Certificate of Incorporation to be amended to increase the number of shares of Non-Voting Common Stock authorized for issuance thereunder so as to permit the April Warrants to be exercised in full for shares of Non-Voting Common Stock (the “Amendment”). From and after the effective date of the Amendment under Delaware law (the “Effective Date”), SkyTerra shall reserve and keep available for issuance upon and until the exercise of the Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the Warrants. (b) The Purchasers shall, and shall cause all of their Affiliates to, vote in favor of or consent in writing to the Amendment in respect of all shares of Common Stock over which they and their Affiliates have the power to vote. (c) If, on the First Closing Date and thereafter until (but excluding) the Second Closing Date, SkyTerra does not have at least 7,500,000 shares of Non-Voting Common Stock (such amount to be adjusted to reflect any changes in the amount of shares of Common Stock for which the Warrants may be exercised as a result of the antidilution provisions of the Warrants) authorized but unissued (and not otherwise reserved for issuance), less the number of shares of Common Stock for which Warrants have theretofore been exercised, then, during the period from the First Closing Date to the Effective Date, the rate of interest paid by the Issuers on the Notes pursuant to Section 2 hereof shall increase to 16.50% per annum for a period of 90 days, and to 17.0% thereafter, until the Effective Date. (d) If, on the Second Closing Date and thereafter until the earlier of the Effective Date and July 1, 2013, SkyTerra does not have at least 25,000,000 shares of Non-Voting Common Stock (such amount to be adjusted to reflect any changes in the amount of shares of Common Stock for which the Warrants may be exercised as a result of the antidilution provisions of the Warrants) authorized but unissued (and not otherwise reserved for issuance), less the number of shares of Common Stock for which Warrants have theretofore been exercised, then, during the period from the Second Closing Date to the earlier of the Effective Date or the date of the repayment in full of the Notes, the rate of interest paid by the Issuers on the Notes pursuant to Section 2 hereof shall be 16.50% per annum for a period of 90 days, and shall increase to 17.0% thereafter; provided, that if the interest rate on the Notes is 17.0% on the day prior to the Second Closing Date, such rate shall remain 17.0% until the earlier of the Effective Date and the date of repayment in full of the Notes. (e) On and after the Effective Date, the rate of interest on the Notes shall be permanently readjusted to 16.0% per annum. (f) The parties agree to execute supplements or amendments to the Indenture required to effect this Section 8.1, if and when necessary. (g) Notwithstanding the foregoing, this Section 8.1 shall be of no effect during any period that: (i) the reason that SkyTerra is unable to cause the Amendment to become effective is due to (x) SkyTerra’s inability to obtain required information from the Purchasers or Inmarsat plc in connection with SkyTerra’s filing of a proxy or information statement with the SEC, if and as required by law, or (y) SkyTerra’s inability to obtain required information from the Purchasers or Inmarsat plc in connection with the resolution of any comments or questions from the SEC with respect to such proxy or information statement; or (ii) SkyTerra effects a tax-free reorganization of its capital structure pursuant to Section 368(a)(1)(E) of the Code such that there are no shares of Non-Voting Common Stock outstanding subsequent to such reorganization.

Non-Voting Common Stock. (a) SkyTerra shall reserve and keep available for issuance upon and until the exercise of the January Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the January Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the January Warrants. SkyTerra shall use its commercially reasonable best efforts to cause its Certificate of Incorporation to be amended to increase the number of shares of Non-Voting Common Stock authorized for issuance thereunder so as to permit the April Warrants to be exercised in full for shares of Non-Voting Common Stock (the “"Amendment”"). From and after the effective date of the Amendment under Delaware law (the “"Effective Date”"), SkyTerra shall reserve and keep available for issuance upon and until the exercise of the Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the Warrants. (b) The Purchasers shall, and shall cause all of their Affiliates to, vote in favor of or consent in writing to the Amendment in respect of all shares of Common Stock over which they and their Affiliates have the power to vote. (c) If, on the First Closing Date and thereafter until (but excluding) the Second Closing Date, SkyTerra does not have at least 7,500,000 shares of Non-Voting Common Stock (such amount to be adjusted to reflect any changes in the amount of shares of Common Stock for which the Warrants may be exercised as a result of the antidilution provisions of the Warrants) authorized but unissued (and not otherwise reserved for issuance), less the number of shares of Common Stock for which Warrants have theretofore been exercised, then, during the period from the First Closing Date to the Effective Date, the rate of interest paid by the Issuers on the Notes pursuant to Section 2 hereof shall increase to 16.50% per annum for a period of 90 days, and to 17.0% thereafter, until the Effective Date. (d) If, on the Second Closing Date and thereafter until the earlier of the Effective Date and July 1, 2013, SkyTerra does not have at least 25,000,000 shares of Non-Voting Common Stock (such amount to be adjusted to reflect any changes in the amount of shares of Common Stock for which the Warrants may be exercised as a result of the antidilution provisions of the Warrants) authorized but unissued (and not otherwise reserved for issuance), less the number of shares of Common Stock for which Warrants have theretofore been exercised, then, during the period from the Second Closing Date to the earlier of the Effective Date or the date of the repayment in full of the Notes, the rate of interest paid by the Issuers on the Notes pursuant to Section 2 hereof shall be 16.50% per annum for a period of 90 days, and shall increase to 17.0% thereafter; provided, that if the interest rate on the Notes is 17.0% on the day prior to the Second Closing Date, such rate shall remain 17.0% until the earlier of the Effective Date and the date of repayment in full of the Notes. (e) On and after the Effective Date, the rate of interest on the Notes shall be permanently readjusted to 16.0% per annum. (f) The parties agree to execute supplements or amendments to the Indenture required to effect this Section 8.1, if and when necessary. (g) Notwithstanding the foregoing, this Section 8.1 shall be of no effect during any period that: (i) the reason that SkyTerra is unable to cause the Amendment to become effective is due to (x) SkyTerra’s 's inability to obtain required information from the Purchasers or Inmarsat plc in connection with SkyTerra’s 's filing of a proxy or information statement with the SEC, if and as required by law, or (y) SkyTerra’s 's inability to obtain required information from the Purchasers or Inmarsat plc in connection with the resolution of any comments or questions from the SEC with respect to such proxy or information statement; or (ii) SkyTerra effects a tax-free reorganization of its capital structure pursuant to Section 368(a)(1)(E) of the Code such that there are no shares of Non-Voting Common Stock outstanding subsequent to such reorganization.