NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES...
EXHIBIT
99.1
NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW. THE WARRANTS REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED,
SOLD,
ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF
OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE
RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES AND REGULATIONS THEREUNDER
AND THIS WARRANT.
Warrant
No. [___]
WARRANT
TO
PURCHASE [________] SHARES OF COMMON STOCK
(SUBJECT
TO ADJUSTMENT) OF
SKYTERRA
COMMUNICATIONS, INC.
THIS
IS TO CERTIFY THAT ______________, or its registered assigns, is entitled,
at
any time prior to the Expiration Date (such term, and certain other capitalized
terms used herein being hereinafter defined), to purchase from SKYTERRA
COMMUNICATIONS, INC., a Delaware corporation (the "Company"), [________________]
(________) shares of the Common Stock of the Company, (subject to adjustment
as
provided herein), at a purchase price of $10.00 per share (the initial "Exercise
Price", subject to adjustment as provided herein).
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1.
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DEFINITIONS
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As
used in this Warrant, the following terms have the respective meanings set
forth
below:
"Affiliate"
of any Person means any other Person (a) which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common
control with such Person. The term "control" (including the terms
"controlled by" and "under common control with") as used with respect to
any
Person means the possession, directly or indirectly, of the power to direct
or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or
otherwise.
"Agreed
Rate" shall mean the rate of interest announced publicly by Citibank, N.A.
in
New York, New York, from time to time, as Citibank, N.A.'s base
rate.
"Appraised
Value" per share of Common Stock as of a date specified herein shall mean
the
value of such a share as of such date as determined by an investment bank
of
nationally recognized standing selected by the Majority Warrant Holders and
reasonably acceptable to the Company. If the investment bank selected
by the Majority Warrant Holders is not reasonably acceptable to the Company,
and
the Company and the Majority Warrant Holders cannot agree on a mutually
acceptable investment bank, then the Company and the Majority Warrant Holders
shall each choose one such investment bank and the respective chosen firms
shall
jointly select a third investment bank, which shall make the
determination. The Company shall pay the costs and fees of each such
investment bank (including any such investment bank selected by the Majority
Warrant Holders), and the decision of the investment bank making such
determination of Appraised Value shall be final and binding on the Company
and
all affected holders of Warrants or Warrant Stock. Such Appraised Value shall
be
determined as a pro rata portion of the value of the Company taken as a whole,
based on the higher of (A) the value derived from a hypothetical sale of
the
entire Company as a going concern by a willing seller to a willing buyer
(neither acting under any compulsion) and (B) the liquidation value of the
entire Company. No discount shall be applied on account of (i) any
Warrants or Warrant Stock representing a minority interest, (ii) any lack
of
liquidity of the Common Stock or the Warrants, (iii) the fact that the Warrants
or Warrant Stock may constitute "restricted securities" for securities law
purposes, (iv) the existence of any call option or (v) any other
grounds.
"Book
Value" per share of Common Stock as of a date specified herein shall mean
the
consolidated book value of the Company and its Subsidiaries as of such date
divided by the number of shares of Common Stock Outstanding on such
date. Such book value shall be determined in accordance with GAAP,
except that there shall be no reduction in such book value by reason of any
amount that may be required either as an offset to or reserve against retained
earnings or as a deduction from book value as a result of the issuance,
existence, anticipated exercise of, or anticipated cost to the Company of
the
repurchase of, any of the Warrants.
"Business
Day" shall mean any day that is not a Saturday or Sunday or a day on which
banks
are required or permitted to be closed in the State of New York.
"Commission"
shall mean the Securities and Exchange Commission or any other federal agency
then administering the Securities Act and other federal securities
laws.
"Common
Stock" shall mean the Voting Common Stock or the Non-Voting Common Stock
of the
Company, as constituted on the Original Issue Date, and any capital stock
into
which such Common Stock may thereafter be changed, and shall also include
(i)
capital stock of the Company of any other class (regardless of how denominated)
issued to the holders of shares of any Common Stock upon any reclassification
thereof which is also not preferred as to dividends or liquidation over any
other class of stock of the Company and which is not subject to redemption
and
(ii) shares of common stock of any successor or acquiring corporation received
by or distributed to the holders of Common Stock of the Company in the
circumstances contemplated by Section 5 hereof.
"Company"
means SkyTerra Communications, Inc., a Delaware corporation, and any successor
corporation.
"Current
Market Price" shall mean as of any specified date the average of the daily
market price of one share of the Common Stock for the shorter of (x) the
twenty
(20) consecutive Business Days immediately preceding such date or (y) the
period
commencing on the Business Day next following the first public announcement
by
the Company of any event giving rise to an adjustment of the Exercise Price
pursuant to Section 5 below and ending on such date. The "daily
market price" of one share of Common Stock for each such Business Day shall
be: (i) if the Common Stock is then listed on a national securities
exchange, the last sale price of one share of Common Stock, regular way,
on such
day on the principal stock exchange or market system on which such Common
Stock
is then listed or admitted to trading, or, if no such sale takes place on
such
day, the average of the closing bid and asked prices for one share of Common
Stock on such day as reported on such stock exchange or market system or
(ii) if
the Common Stock is not then listed or admitted to trading on any national
securities exchange but is traded over-the-counter, the average of the closing
bid and asked prices for one share of Common Stock as reported on the Electronic
Bulletin Board or in the National Daily Quotation Sheets, as
applicable.
2
"Designated
Office" shall have the meaning set forth in Section 11 hereof.
"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended, and the
rules
and regulations of the Commission thereunder, all as the same shall be in
effect
from time to time.
"Excluded
Stock" shall have the meaning set forth in Section 4.5.
"Exercise
Date" shall have the meaning set forth in Section 2.1 hereof.
"Exercise
Notice" shall have the meaning set forth in Section 2.1 hereof.
"Exercise
Price" shall mean, in respect of a share of Common Stock at any date herein
specified, the initial Exercise Price set forth in the preamble of this Warrant
as adjusted from time to time pursuant to Section 4 hereof.
"Expiration
Date" shall mean January 4, 2018.
"Fair
Value" per share of Common Stock as of any specified date shall mean (A)
if the
Common Stock is publicly traded on such date, the Current Market Price per
share
or (B) if the Common Stock is not publicly traded on such date, (1) the fair
market value per share of Common Stock as determined in good faith by the
Board
of Directors of the Company and set forth in a written notice to each Holder
or
(2) if the Majority Warrant Holders object in writing to such price as
determined by the Board of Directors within thirty (30) days after receiving
notice of same, the Appraised Value per share as of such date. For
the avoidance of doubt and notwithstanding the foregoing, the Fair Value
per
share of Voting Common Stock and Non-Voting Common Stock shall, at all times,
be
deemed to be the same. Fair Value with respect to property, services
or other consideration shall be calculated in a similar manner.
"FCC"
shall mean the Federal Communications Commission.
"FINRA"
shall mean the Financial Industry Regulatory Authority, Inc. or any successor
corporation thereto.
3
"GAAP"
shall mean generally accepted accounting principles in the United States
of
America, as from time to time in effect.
"Harbinger"
shall mean Harbinger Capital Partners Master Fund I, Ltd. or Harbinger Capital
Partners Special Situations Fund, LP or any of their respective
Affiliates.
"Holder"
shall mean (a) with respect to this Warrant, the Person in whose name the
Warrant set forth herein is registered on the books of the Company maintained
for such purpose and (b) with respect to any other Warrant or shares of Warrant
Stock, the Person in whose name such Warrant or Warrant Stock is registered
on
the books of the Company maintained for such purpose.
"Lien"
shall mean any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, lien, charge, claim, security interest, easement or
encumbrance, or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation,
any
lease or title retention agreement, any financing lease having substantially
the
same economic effect as any of the foregoing, and the filing of, or agreement
to
give, any financing statement perfecting a security interest under the Uniform
Commercial Code of the State of New York or comparable law of any
jurisdiction).
"Majority
Warrant Holders", with respect to a given determination, shall mean the Holders
of Warrants representing more than fifty percent (50%) of all then outstanding
Warrants.
"MSVLP"
shall have the meaning set forth in Section 4.5.
"Non-Voting
Common Stock" shall mean the non-voting common stock, par value $0.01 per
share,
of the Company.
"Notes"
shall mean the 16.50% Senior Unsecured Notes due 2013, issued on the date
hereof.
"Opinion
of Counsel" means a written opinion of outside counsel experienced in Securities
Act matters chosen by the Holder of this Warrant or Warrant Stock issued
upon
the exercise hereof and reasonably acceptable to the Company.
"Original
Issue Date" shall mean January 4, 2008.
"Original
Warrants" shall mean the Warrants originally issued by the Company on January
4,
2008 to Harbinger.
"Outstanding"
shall mean, when used with reference to Common Stock, at any date as of which
the number of shares thereof is to be determined, all issued shares of Common
Stock, whether Voting Common Stock or Non-Voting Common Stock, as the case
may
be, except shares then owned or held by or for the account of the Company
or any
Subsidiary, and shall include all shares issuable in respect of outstanding
scrip or any certificates representing fractional interests in shares of
Common
Stock.
4
"Person"
shall mean any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).
"PIK
Accrual" has the meaning set forth in the Securities Purchase
Agreement.
"Restricted
Common Stock" shall mean shares of Common Stock which are, or which upon
their
issuance on the exercise of this Warrant would be, evidenced by a certificate
bearing the restrictive legend set forth in Section 8.2(a) hereof.
"Securities
Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
at
the time.
"Securities
Purchase Agreement" shall mean the Securities Purchase Agreement, dated as
of
December 14, 2007, by and among the Company, Mobile Satellite Ventures LP,
MSV
Finance Co., Harbinger Capital Partners Masters Fund Co., Ltd. and Harbinger
Capital Partners Special Situations Fund, LP.
"Share
Withholding Option" has the meaning set forth in Section 2.1
hereof.
"Subsidiary"
shall mean any corporation, association or other business entity (i) at least
50% of the outstanding voting securities of which are at the time owned or
controlled directly or indirectly by the Company; or (ii) with respect to
which
the Company possesses, directly or indirectly, the power to direct or cause
the
direction of the affairs or management of such person.
"Transfer"
shall mean any disposition of any Warrant or Warrant Stock or of any interest
therein, which would constitute a "sale" thereof or a transfer of a beneficial
interest therein within the meaning of the Securities Act.
"Voting
Common Stock" shall mean the voting common stock, par value $0.01 per share,
of
the Company.
"Warrant
Price" shall mean an amount equal to (i) the number of shares of Common Stock
being purchased upon exercise of this Warrant pursuant to Section 2.1 hereof,
multiplied by (ii) the Exercise Price as of the date of such
exercise.
"Warrants"
shall mean the Original Warrants and all warrants issued upon transfer, division
or combination of, or in substitution for, such Original
Warrants. All Warrants shall at all times be identical as to terms
and conditions, except as to the number of shares of Common Stock for which
they
may be exercised and their date of issuance.
"Warrant
Stock" generally shall mean the shares of Common Stock issued, issuable or
both
(as the context may require) upon the exercise of Warrants.
5
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2.
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EXERCISE
OF WARRANT
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2.1 Manner
of Exercise.
(a) From
and after the Original Issue Date and until 5:00 P.M., New York time, on
the
Expiration Date, the Holder of this Warrant may, from time to time, exercise
this Warrant, on any Business Day, for all or any part of the number of shares
of Common Stock purchasable hereunder (as determined pursuant to Section
2.2
below). In order to exercise this Warrant, in whole or in part, the
Holder shall (i) deliver to the Company at its Designated Office a written
notice of the Holder's election to exercise this Warrant (an "Exercise Notice"),
which Exercise Notice shall be irrevocable and specify the number of shares
of
Non-Voting Common Stock and/or Voting Common Stock to be purchased, together
with this Warrant and (ii) pay to the Company the Warrant Price (the date
on
which both such delivery and payment shall have first taken place being
hereinafter sometimes referred to as the "Exercise Date"). Such
Exercise Notice shall be in the form of the subscription form appearing at
the
end of this Warrant as Annex A, duly executed by the Holder or its duly
authorized agent or attorney. For the avoidance of doubt, subject to
the other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein,
the Holder may, at its sole discretion, exercise the Warrant for shares or
Voting Common Stock, shares of Non-Voting Common Stock or any combination
thereof.
(b) Upon
receipt by the Company of such Exercise Notice, Warrant and payment, the
Company
shall, as promptly as practicable, and in any event within five (5) Business
Days thereafter, execute (or cause to be executed) and deliver (or cause
to be
delivered) to the Holder a certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereafter
provided. The stock certificate or certificates so delivered shall
be, to the extent possible, in such denomination or denominations as the
exercising Holder shall reasonably request in the Exercise Notice and shall
be
registered in the name of the Holder or, subject to Section 8 below, such
other
name as shall be designated in the Exercise Notice. This Warrant
shall be deemed to have been exercised and such certificate or certificates
shall be deemed to have been issued, and the Holder or any other Person so
designated to be named therein shall be deemed to have become a holder of
record
of such shares for all purposes, as of the Exercise
Date. Notwithstanding the foregoing, in the event that the rules of
any stock exchange or automatic quotation system on which the Company's Common
Stock is then listed, traded or quoted requires shareholder approval prior
to
the issuance of any or all of the Warrant Stock (or the conversion of Non-Voting
Common Stock into Voting Common Stock), the Company shall issue on the Exercise
Date the maximum number of shares of Warrant Stock that can be issued without
shareholder approval, without regard to any shares of Warrant Stock otherwise
required to be issued in excess of such maximum number of shares of Warrant
Stock. The Company shall use its reasonable best efforts to obtain
such shareholder approval as soon as reasonably possible, including, without
limitation, filing all proxy statements or information statements, necessary
or
convenient to obtain such consent.
(c) Notwithstanding
anything to the contrary contained herein, prior to the issuance of the Warrant
Stock or, in the event that the Warrant Stock is Non-Voting Common Stock,
the Voting Common Stock issuable upon exchange of such Warrant Stock, the
Holder
or its permitted assigns on the one hand, and the Company on the other hand,
shall have satisfied any and all applicable legal or regulatory requirements
for
conversion, including compliance with the HSR Act and FCC
requirements. The Company shall use its reasonable best efforts in
cooperating with such Holder to obtain such legal or regulatory approvals
to the
extent its cooperation is necessary. The Company shall pay all
necessary filing fees and reasonable out-of-pocket expenses to obtain such
legal
or regulatory approvals.
6
(d) Payment
of the Warrant Price shall be made at the option of the Holder by one or
more of
the following methods: (i) by delivery of a certified or official bank check
in
the amount of such Warrant Price payable to the order of the Company, (ii)
by
instructing the Company to withhold a number of shares of Warrant Stock then
issuable upon exercise of this Warrant with an aggregate Fair Value equal
to
such Warrant Price (the "Share Withholding Option"), (iii) by surrendering
to
the Company Notes previously acquired by the Holder with an aggregate fair
market value equal to such Warrant Price; it being understood that the fair
market value of the Note shall be its accreted value, inclusive of any PIK
Accrual or (iv) by surrendering to the Company shares of Common Stock previously
acquired by the Holder with an aggregate Fair Value equal to such Warrant
Price. In the event of any withholding of Warrant Stock or surrender
of Notes Common Stock pursuant to clause (ii) (iii) or (iv) above where the
number of shares whose Fair Value (as measured on the Exercise Date) is equal
to
the Warrant Price is not a whole number, the number of shares withheld by
or
surrendered to the Company shall be rounded up to the nearest whole share
and
the Company shall make a cash payment to the Holder based on the incremental
fraction of a share being so withheld by or surrendered to the Company in
an
amount determined in accordance with Section 2.3 hereof. Notwithstanding
any provision herein to the contrary, the Company shall not be required to
register shares of Common Stock in the name of any Person who acquired this
Warrant (or part hereof) or any shares of Warrant Stock otherwise than in
accordance with this Warrant.
(e) If
this Warrant shall have been exercised in part, the Company shall, at the
time
of delivery of the certificate or certificates representing the shares of
Common
Stock being issued, deliver to the Holder a new Warrant evidencing the rights
of
the Holder to purchase the unpurchased shares of Common Stock called for
by this
Warrant. Such new Warrant shall in all other respects be identical to
this Warrant.
(f) All
Warrants delivered for exercise shall be canceled by the Company.
2.2 Payment
of Taxes. All shares of Warrant Stock issuable upon the
exercise of this Warrant pursuant to the terms hereof shall be validly issued,
fully paid and nonassessable, issued without violation of any preemptive
or
similar rights of any stockholder of the Company and free and clear of all
Liens
(other than any created by actions of the Holder). The Company shall pay
all
expenses in connection with, and all taxes and other governmental charges
that
may be imposed with respect to, the issue or delivery thereof, unless such
tax
or charge is imposed by law upon the Holder. The Company shall not, however,
be
required to pay any tax or governmental charge which may be payable in respect
of any Transfer involved in the issue and delivery of shares of Warrant Stock
issuable upon exercise of this Warrant in a name other than that of the holder
of the Warrants to be exercised, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company
the
amount of any such tax, or has established to the satisfaction of the Company
that such tax has been paid. The Company shall not be required to reimburse
the
Holder or any other Person for any income, withholding, franchise, or similar
taxes or governmental charges (whether collected by withholding or otherwise
and
whether imposed on the gross amount of any payment or otherwise) paid by
the
Company or imposed on the Holder with respect to the exercise or issuance
of the
Warrant or issuance of any Warrant Stock or on or with respect to any payments
made on or with respect to the Warrant or Warrant Stock.
7
2.3 Fractional
Shares. The Company shall not be required to issue a fractional
share of Common Stock upon exercise of any Warrant. As to any
fraction of a share that the Holder of one or more Warrants, the rights under
which are exercised in the same transaction, would otherwise be entitled
to
purchase upon such exercise, the Company shall pay to such Holder an amount
in
cash equal to such fraction multiplied by the Fair Value of one share of
Common
Stock on the Exercise Date.
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3.
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TRANSFER,
DIVISION AND COMBINATION
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3.1 Transfer. Subject
to compliance with Section 8 hereof, each transfer of this Warrant and all
rights hereunder, in whole or in part, shall be registered on the books of
the
Company to be maintained for such purpose, upon surrender of this Warrant
at the
Designated Office, together with a written assignment of this Warrant in
the
form of Annex B hereto duly executed by the Holder or its agent or attorney
and
funds sufficient to pay any transfer taxes described in Section 2.2 in
connection with the making of such transfer. Upon such surrender and
delivery and, if required, such payment, the Company shall, subject to Section
8, execute and deliver a new Warrant or Warrants in the name of the assignee
or
assignees and in the denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned in compliance with Section
8, may be exercised by the new Holder for the purchase of shares of Common
Stock
without having a new Warrant issued.
3.2 Division
and Combination. Subject to compliance with the applicable
provisions of this Warrant including, without limitation, Section 8, this
Warrant may be divided or combined with other Warrants upon presentation
hereof
at the Designated Office, together with a written notice specifying the names
and denominations in which new Warrants are to be issued, signed by the
Holder or its agent or attorney. Subject to compliance with the
applicable provisions of this Warrant as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a
new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or
combined in accordance with such notice.
3.3 Expenses. The
Company shall prepare, issue and deliver at its own expense any new Warrant
or
Warrants required to be issued under this Section 3 (other than pursuant
to
Section 2.2 and 3.1 hereof).
3.4 Maintenance
of Books. The Company agrees to maintain, at the Designated
Office, books for the registration and transfer of the Warrants.
8
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4.
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ANTIDILUTION
PROVISIONS
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The
Exercise Price shall be subject to adjustment from time to time as
follows:
4.1 Upon
Stock Dividends, Subdivisions or Splits. If, at any time after
the Original Issuance Date, the number of shares of Common Stock outstanding
is
increased by a stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, then, following the record
date for the determination of holders of Common Stock entitled to receive
such
stock dividend, or to be affected by such subdivision or split-up, the Exercise
Price shall be decreased by multiplying the Exercise Price by a fraction,
the
numerator of which is the number of shares of Common Stock Outstanding
immediately prior to such increase and the denominator of which is the number
of
shares of Common Stock Outstanding immediately after such increase in
Outstanding shares.
4.2 Upon
Combinations or Reverse Stock Splits. If, at any time after the
Original Issuance Date, the number of shares of Common Stock Outstanding
is
decreased by a combination or reverse stock split of the Outstanding shares
of
Common Stock into a smaller number of shares of Common Stock, then, following
the record date to determine shares affected by such combination or reverse
stock split, the Exercise Price shall be increased by multiplying the Exercise
Price by a fraction, the numerator of which is the number of shares of Common
Stock Outstanding immediately prior to such decrease and the denominator
of
which is the number of shares of Common Stock Outstanding immediately after
such
decrease in Outstanding shares.
4.3 Upon
Reclassifications, Reorganizations, Consolidations or Mergers. In
the event of any capital reorganization of the Company, any reclassification
of
the stock of the Company (other than a change in par value or from par value
to
no par value or from no par value to par value or as a result of a stock
dividend or subdivision, split up or combination of shares), or any
consolidation or merger of the Company with or into another Person (where
the
Company is not the surviving Person or where there is a change in or
distribution with respect to the Common Stock), each Warrant shall after
such
reorganization, reclassification, consolidation, or merger be exercisable
for
the kind and number of shares of stock or other securities or property of
the
Company or of the successor Person resulting from such consolidation or
surviving such merger, if any, to which the holder of the number of shares
of
Common Stock deliverable (immediately prior to the time of such reorganization,
reclassification, consolidation or merger) upon exercise of such Warrant
would
have been entitled upon such reorganization, reclassification, consolidation
or
merger. The provisions of this clause shall similarly apply to
successive reorganizations, reclassifications, consolidations, or
mergers. The Company shall not effect any such reorganization,
reclassification, consolidation or merger unless, prior to the consummation
thereof, the successor Person (if other than the Company) resulting from
such
reorganization, reclassification, consolidation or merger, shall assume,
by
written instrument, the obligation to deliver to the Holders of the Warrant
such
shares of stock, securities or assets, which, in accordance with the foregoing
provisions, such Holders shall be entitled to receive upon such
conversion.
4.4 Upon
Issuance of Common Stock. If the Company shall, at any time or
from time to time after the Original Issuance Date, issue any shares of Common
Stock, options to purchase or rights to subscribe for Common Stock, securities
by their terms convertible into or exchangeable for Common Stock, or options
to
purchase or rights to subscribe for such convertible or exchangeable securities
(other than Excluded Stock) for consideration per share less than the Exercise
Price in effect immediately prior to the issuance of such Common Stock or
securities, then the Exercise Price shall be lowered to a price equal to
the
price obtained by multiplying:
9
(a) the
Exercise Price in effect immediately prior to the issuance of such Common
Stock,
options, rights or securities by
(b) a
fraction of which (x) the numerator shall be the sum of (i) the number of
shares
of Common Stock Outstanding on a fully-diluted basis immediately prior to
such
issuance, and (ii) the number of additional shares of Common Stock which
the
aggregate consideration for the number of shares of Common Stock so offered
would purchase at the Exercise Price in effect immediately prior to such
issuance, and (y) the denominator shall be the number of shares of Common
Stock
Outstanding on a fully-diluted basis immediately after such
issuance.
For
purposes of this Section 4, (x) “fully diluted basis” shall be determined in
accordance with the treasury stock method of computing fully diluted earnings
per share in accordance with GAAP. Additionally, for the purposes of
any adjustment of the Exercise Price pursuant to Section 4.4, the following
provisions shall be applicable:
(i) In
the case of the issuance of Common Stock for cash in a public offering or
private placement, the consideration shall be deemed to be the amount of
cash
paid therefor before deducting therefrom any discounts, commissions or placement
fees payable by the Company to any underwriter or placement agent in connection
with the issuance and sale thereof.
(ii) In
the case of the issuance of Common Stock for a consideration in whole or
in part
other than cash, the consideration other than cash shall be deemed to be
the
Fair Value thereof.
(iii) In
the case of the issuance of options to purchase or rights to subscribe for
Common Stock, securities by their terms convertible into or exchangeable
for
Common Stock (including convertible preferred stock), or options to purchase
or
rights to subscribe for such convertible or exchangeable securities (except
for
options to acquire Excluded Stock):
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(A)
|
the
aggregate maximum number of shares of Common Stock deliverable
upon
exercise of such options to purchase or rights to subscribe for
Common
Stock shall be deemed to have been issued at the time such options
or
rights were issued and for a consideration equal to the consideration
(determined in the manner
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10
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|
provided
in subparagraphs (i) and (ii) above), if any, received by the Company
upon
the issuance of such options or rights plus the additional consideration,
if any, to be received by the Company upon the exercise of such
options or
rights (the consideration in each case to be determined in the manner
provided in paragraphs (i) and (ii)
above);
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(B)
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the
aggregate maximum number of shares of Common Stock deliverable
upon
conversion of or in exchange for any such convertible or exchangeable
securities (including convertible preferred stock) or upon the
exercise of
options to purchase or rights to subscribe for such convertible
or
exchangeable securities and subsequent conversion or exchange thereof
shall be deemed to have been issued at the time such securities,
options, or rights were issued and for a consideration equal to
the
consideration received by the Company for any such securities and
related
options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the additional consideration,
if any,
to be received by the Company upon the conversion or exchange of
such
securities or the exercise of any related options or rights (the
consideration in each case to be determined in the manner provided
in
paragraphs (i) and (ii) above);
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(C)
|
on
any change in the number of shares or exercise price of Common
Stock
deliverable upon exercise of any such options or rights or conversions
of
or exchanges for such securities, other than a change resulting
from the
anti-dilution provisions thereof, the Exercise Price shall forthwith
be
readjusted to such Exercise Price as would have been obtained had
the
adjustment made upon the issuance of such options, rights or securities
not converted prior to such change or options or rights related
to such
securities not converted prior to such change been made upon the
basis of
such change;
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11
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(D)
|
upon
the expiration of any options to purchase or rights to subscribe
for
Common Stock which shall not have been exercised, the Exercise
Price
computed upon the original issue thereof (or upon the occurrence
of a
record date with respect thereto), and any subsequent adjustments
based
thereon, shall, upon such expiration, be recomputed as if the only
additional shares of Common Stock issued were the shares of Common
Stock,
if any actually issued upon the exercise of such options to purchase
or
rights to subscribe for Common Stock, and the consideration received
therefor was the consideration actually received by the Company
for the
issue of the options to purchase or rights to subscribe for Common
Stock
that were exercised, plus the consideration actually received by
the
Company upon such exercise; and
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(E)
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no
further adjustment of the Exercise Price adjusted upon the issuance
of any
such options, rights, convertible securities or exchangeable securities
shall be made as a result of the actual issuance of Common Stock
on the
exercise of any such rights or options or any conversion or exchange
of
any such securities.
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4.5 Exceptions. Sections
4.2 – 4.4 shall not apply to (i) any issuance of Common Stock upon exercise of
any warrants or options outstanding on the Original Issuance Date; (ii)
securities issued pursuant to a strategic acquisition by the Company approved
by
the Board of Directors of any product, technology, know-how or business by
merger, asset purchase, stock purchase or any other reorganization; provided,
the Company is the surviving corporation after such transaction and where
the aggregate Fair Value of the issuances pursuant to this clause does not
exceed $100,000,000 from the date of the initial issuance of the Warrant
(January 4, 2008); (iii) securities issued in connection with any stock split,
subdivision or stock dividend in respect of which the adjustment provided
for in
Section 4.1 applies; (iv) securities issued to employees or directors of
the
Company pursuant to an employee stock option plan or stock incentive plan
approved by the Board of Directors (whether or not existing on the date hereof);
(v) securities issued to a strategic partner as an equity incentive, if approved
by the Board of Directors, where the primary purpose is not a financing and
where the aggregate Fair Value of the issuances pursuant to this clause does
not
exceed $50,000,000 from the date of the initial issuance of the Warrant (January
4, 2008)or (vi) any issuance of Common Stock in exchange for, or in connection
with the termination of, outstanding options to purchase limited partnership
interests of Mobile Satellite Ventures LP ("MSVLP"), as described in the
Registration Statement on Form S-4 (File No. 333-144093) filed with the
Securities and Exchange Commission on June 27, 2007 (the "S-4 Registration
Statement") or any issuance of Common Stock in exchange for, or in connection
with the termination of, limited partnership interests of MSVLP or equity
interests in the general partner of MSVLP (or any option or right to acquire
such interests) outstanding on the date hereof, so long as such exchange
or
termination is based on the same exchange ratio referred to in the S-4
Registration Statement (collectively, the "Excluded Stock").
12
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5.
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NO
IMPAIRMENT; REGULATORY COMPLIANCE AND COOPERATION; NOTICE OF
EXPIRATION
|
(a) The
Company shall not by any action, including, without limitation, amending
its
charter documents or through any reorganization, reclassification, transfer
of
assets, consolidation, merger, dissolution, issue or sale of securities or
any
other similar voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking
of all
such actions as may be necessary or appropriate to protect the rights of
the
Holder against impairment. Without limiting the generality of the
foregoing, the Company shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully
paid
and nonassessable shares of Common Stock upon the exercise of this Warrant,
free
and clear of all Liens, and shall use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform
its
obligations under this Warrant.
(b) The
Company shall deliver to each Holder of Warrants after the 60th day but
before the
30th day prior
to the Expiration Date, advance notice of such Expiration Date. If
the Company fails to fulfill in a timely manner the notice obligation set
forth
in the prior sentence, it shall provide such notice as soon as possible
thereafter.
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6.
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RESERVATION
AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL
OF ANY
GOVERNMENTAL AUTHORITY
|
From
and after the Original Issue Date, the Company shall at all times reserve
and
keep available for issuance upon the exercise of the Warrants such number
of its
authorized but unissued shares of Non-Voting Common Stock and Voting Common
Stock as will be sufficient to permit the exercise in full of all outstanding
Warrants. All shares of Common Stock issuable pursuant to the terms
hereof, when issued upon exercise of this Warrant with payment therefor in
accordance with the terms hereof, shall be duly and validly issued and fully
paid and nonassessable, not subject to preemptive rights and shall be free
and
clear of all Liens. Before taking any action that would result in an
adjustment in the number of shares of Common Stock for which this Warrant
is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction over such
action. Subject to the provisos in Section 2.1(b) and (c) herein, if
any shares of Common Stock required to be reserved for issuance upon exercise
of
Warrants require registration or qualification with any governmental authority
under any federal or state law (other than under the Securities Act or any
state
securities law) before such shares may be so issued, the Company will in
good
faith and as expeditiously as possible and at its expense endeavor to cause
such
shares to be duly registered.
13
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7.
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NOTICE
OF CORPORATE ACTIONS; TAKING OF RECORD; TRANSFER
BOOKS
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7.1 Notices
of Corporate Actions.
In
case:
(a) the
Company shall take an action or an event shall occur, that would require
an
Exercise Price adjustment pursuant to Section 4; or
(b) the
Company shall grant to the holders of its Common Stock rights or warrants
to
subscribe for or purchase any shares of capital stock of any class;
or
(c) of
any reclassification of the Common Stock (other than a subdivision or
combination of the Outstanding shares of Common Stock), or of any consolidation,
merger or share exchange to which the Company is a party and for which approval
of any stockholders of the Company is required, or of the sale or transfer
of
all or substantially all of the assets of the Company; or
(d) of
the voluntary or involuntary dissolution, liquidation or winding up of the
Company; or
(e) the
Company or any Subsidiary shall commence a tender offer for all or a portion
of
the Outstanding shares of Common Stock (or shall amend any such tender offer
to
change the maximum number of shares being sought or the amount or type of
consideration being offered therefor);
then
the Company shall cause to be filed at each office or agency maintained for
such
purpose, and shall cause to be mailed to all holders at their last addresses
as
they shall appear in the stock register, at least 10 days prior to the
applicable record, effective or expiration date hereinafter specified, a
notice
stating (x) the date on which a record is to be taken for the purpose of
such
dividend, distribution or granting of rights or warrants, or, if a record
is not
to be taken, the date as of which the holders of Common Stock of record who
will
be entitled to such dividend, distribution, rights or warrants are to be
determined, (y) the date on which such reclassification, consolidation, merger,
share exchange, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares
of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up, or (z) the date on which such tender
offer commenced, the date on which such tender offer is scheduled to expire
unless extended, the consideration offered and the other material terms thereof
(or the material terms of the amendment thereto). Such notice shall also
set
forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action on the Exercise Price and the number and
kind
or class of shares or other securities or property which shall be deliverable
or
purchasable upon the occurrence of such action or deliverable upon exercise
of
the Warrants. Neither the failure to give any such notice nor any defect
therein
shall affect the legality or validity of any action described in clauses
(a)
through (e) of this Section 7.1.
14
7.2 Taking
of Record. In the case of all dividends or other distributions by
the Company to the holders of its Common Stock with respect to which any
provision of any Section hereof refers to the taking of a record of such
holders, the Company will in each such case take such a record and will take
such record as of the close of business on a Business Day.
7.3 Closing
of Transfer Books. The Company shall not at any time, except upon
dissolution, liquidation or winding up of the Company, close its stock transfer
books or Warrant transfer books so as to result in preventing or delaying
the
exercise or transfer of any Warrant.
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8.
|
TRANSFER
RESTRICTIONS
|
The
Holder, by acceptance of this Warrant, agrees to be bound by the provisions
of
this Section 8.
8.1 Restrictions
on Transfers. Neither this Warrant nor any shares of Restricted
Common Stock issued upon the exercise hereof shall be transferred, sold,
assigned, exchanged, mortgaged, pledged, hypothecated, or otherwise disposed
of
or encumbered without compliance with the provisions of, and are otherwise
restricted by the provisions of, the Securities Act, the rules and regulations
thereunder and this Warrant. Each certificate, if any, evidencing
such shares of Restricted Common Stock issued upon any such Transfer, other
than
in a public offering pursuant to an effective registration statement, shall
bear
the restrictive legend set forth in Section 8.2(a), and each Warrant issued
upon
such Transfer shall bear the restrictive legend set forth in Section 8.2(b),
unless the Holder delivers to the Company an Opinion of Counsel to the effect
that such legend is not required for the purposes of compliance with the
Securities Act. Holders of the Warrants or the Restricted Common
Stock, as the case may be, shall not be entitled to Transfer such Warrants
or
such Restricted Common Stock except in accordance with this Section
8.1.
8.2 Restrictive
Legends.
(a) Except
as otherwise provided in this Section 8, each certificate for Warrant Stock
initially issued upon the exercise of this Warrant, each certificate for
Warrant
Stock issued to any subsequent transferee of any such certificate, shall
be
stamped or otherwise imprinted with two legends in substantially the following
forms: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGE, MORTGAGE, PLEDGED, HYPOTHECATED
OF
OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS
OF,
AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT AND THE RULES
AND
REGULATIONS THEREUNDER." "THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS SET
FORTH
IN A CERTAIN WARRANT DATED JANUARY 4, 2008, ORIGINALLY ISSUED BY SKYTERRA
COMMUNICATIONS, INC. (THE "WARRANT") PURSUANT TO THE EXERCISE OF WHICH SUCH
SHARES WERE ISSUED. A COPY OF THE WARRANT IS AVAILABLE AT THE
EXECUTIVE OFFICES OF SKYTERRA COMMUNICATIONS, INC."
15
(b) Except
as otherwise provided in this Section 8, each Warrant shall be stamped or
otherwise imprinted with a legend in substantially the following
form: "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE WARRANTS
REPRESENTED BY THIS CERTIFICATE AND THE STOCK ISSUABLE UPON EXERCISE HEREOF
MAY
NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED
OF OTHERWISE DISPOSED OF OR ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS
OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE ACT, THE RULES
AND
REGULATIONS THEREUNDER AND THIS WARRANT."
8.3 Termination
of Securities Law Restrictions. Notwithstanding
the foregoing provisions of this Section 8, the restrictions imposed
by 8.1 upon the transferability of the Warrants and the Restricted Common
Stock
and the legend requirements of Section 8.2 shall terminate as to any particular
Warrant or shares of Restricted Common Stock when the Company shall have
received from the Holder thereof an Opinion of Counsel to the effect that
such
legend is not required in order to ensure compliance with the Securities
Act. Whenever the restrictions imposed by Sections 8.1 and 8.2 shall
terminate as to this Warrant, as hereinabove provided, the Holder hereof
shall
be entitled to receive from the Company, at the expense of the Company, a
new
Warrant bearing the following legend in place of the restrictive legend set
forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN
WARRANT CONTAINED IN SECTIONS 8.1 and 8.2 HEREOF TERMINATED ON ______________,
20__, AND ARE OF NO FURTHER FORCE AND EFFECT."
All
Warrants issued upon registration of transfer, division or combination of,
or in
substitution for, any Warrant or Warrants entitled to bear such legend shall
have a similar legend endorsed thereon. Whenever the restrictions
imposed by this Section shall terminate as to any share of Restricted Common
Stock, as hereinabove provided, the Holder thereof shall be entitled to receive
from the Company, at the Company's expense, a new certificate representing
such
Common Stock not bearing the restrictive legend set forth in Section
8.2(a).
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9.
|
LOSS
OR MUTILATION
|
Upon
receipt by the Company from any Holder of evidence reasonably satisfactory
to it
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and an indemnity reasonably satisfactory to it (it being understood
that
the written indemnification agreement of or affidavit of loss of the Holder,
shall be a sufficient indemnity) and, in case of mutilation, upon surrender
and
cancellation hereof, the Company will execute and deliver in lieu hereof
a new
Warrant of like tenor to such Holder; provided, however, that, in the case
of
mutilation, no indemnity shall be required if this Warrant in identifiable
form
is surrendered to the Company for cancellation.
16
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10.
|
OFFICE
OF THE COMPANY
|
As
long as any of the Warrants remain outstanding, the Company shall maintain
an
office or agency, which may be the principal executive offices of the Company
(the "Designated Office"), where the Warrants may be presented for exercise,
registration of transfer, division or combination as provided in this
Warrant. Such Designated Office shall initially be the office of the
Company at 00000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000. The
Company may from time to time change the Designated Office to another office
of
the Company or its agent within the United States by notice given to all
registered Holders at least ten (10) Business Days prior to the effective
date
of such change.
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11.
|
MISCELLANEOUS
|
11.1 Nonwaiver. No
course of dealing or any delay or failure to exercise any right hereunder
on the
part of the Company or the Holder shall operate as a waiver of such right
or
otherwise prejudice the rights, powers or remedies of such Person.
11.2 Notice
Generally. Any notice, demand, request, consent, approval,
declaration, delivery or communication hereunder to be made pursuant to the
provisions of this Warrant shall be sufficiently given or made if in writing
and
either delivered in person with receipt acknowledged or sent by registered
or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
(a) if
to any Holder of this Warrant or of Warrant Stock issued upon the exercise
hereof, at its last known address appearing on the books of the Company
maintained for such purpose;
(b) if
to the Company, at the Designated Office;
or
at such other address as may be substituted by notice given as herein provided.
The giving of any notice required hereunder may be waived in writing by the
party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder
shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, or three (3) Business Days after the
same
shall have been deposited in the United States mail, or one (1) Business
Day
after the same shall have been sent by Federal Express or another recognized
overnight courier service.
11.3 Indemnification. If
the Company fails to make, when due, any payments provided for in this Warrant,
the Company shall pay to the Holder hereof (a) interest at the Agreed Rate
on
any amounts due and owing to such Holder and (b) such further amounts as
shall
be sufficient to cover any costs and expenses including, but not limited
to,
reasonable attorneys' fees and expenses incurred by such Holder in collecting
any amounts due hereunder. The Company shall indemnify, save and hold
harmless the Holder hereof and the Holders of any Warrant Stock issued upon
the
exercise hereof from and against any and all liability, loss, cost, damage,
reasonable attorneys' and accountants' fees and expenses, court costs and
all
other out of-pocket expenses incurred in connection with or arising from
any
default hereunder by the Company. This indemnification provision shall be
in
addition to the rights of such Holder or Holders to bring an action against
the
Company for breach of contract based on such default hereunder.
17
11.4 Limitation
of Liability. No provision hereof, in the absence of affirmative
action by the Holder to purchase shares of Common Stock, and no enumeration
herein of the rights or privileges of the Holder hereof, shall give rise
to any
liability of such Holder to pay the Exercise Price for any Warrant Stock
other than pursuant to an exercise of this Warrant or any liability as
a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
11.5 Remedies. Each
Holder of Warrants and/or Warrant Stock, in addition to being entitled to
exercise its rights granted by law, including recovery of damages, shall
be
entitled to specific performance of its rights provided under this
Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the
provisions of this Warrant and hereby agrees, in an action for specific
performance, to waive the defense that a remedy at law would be
adequate.
11.6 Successors
and Assigns. Subject to the provisions of Sections 3.1 and 8.1,
this Warrant and the rights evidenced hereby shall inure to the benefit of
and
be binding upon the successors of the Company and the permitted successors
and
assigns of the Holder hereof. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this
Warrant and to the extent applicable, all Holders of shares of Warrant Stock
issued upon the exercise hereof (including transferees), and shall be
enforceable by any such Holder.
11.7 Amendment. This
Warrant and all other Warrants may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Majority Warrant
Holders, provided that no such Warrant may be modified or amended to reduce
the
number of shares of Common Stock for which such Warrant is exercisable or
to
increase the price at which such shares may be purchased upon exercise of
such
Warrant (before giving effect to any adjustment as provided therein) without
the
written consent of the Holder thereof.
11.8 Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions
of this
Warrant.
11.9 Headings. The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
11.10 GOVERNING
LAW; JURISDICTION. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS WARRANT AND THE OBLIGATIONS
ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
IN
SUCH STATE. THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN NEW YORK, SHALL HAVE, EXCEPT AS SET FORTH BELOW,
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
THE
COMPANY AND THE HOLDER OF THIS WARRANT PERTAINING TO THIS WARRANT OR TO ANY
MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROVIDED, THAT IT IS
ACKNOWLEDGED THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK.
18
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and its
corporate seal to be impressed hereon and attested by its Secretary or an
Assistant Secretary.
SKYTERRA
COMMUNICATIONS, INC.
By: __________________________
Name: Xxxxx Xxxxxxx
Title: Executive Vice President, Chief
Financial
Officer and
Treasurer
[SEAL]
Attest:
By: _____________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President, General
Counsel and Secretary
ANNEX
A
SUBSCRIPTION
FORM
[To
be executed only upon exercise of Warrant]
The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
for the purchase of ______ shares of Voting Common Stock and ________ shares
of
Non-Voting Common Stock of SkyTerra Communications, Inc. and herewith makes
payment therefor in __________, all at the price and on the terms and conditions
specified in this Warrant and requests that certificates for the shares of
such
Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to _________________
whose address is _______________________________ and, if such shares of Common
Stock shall not include all of the shares of Common Stock issuable as provided
in this Warrant, that a new Warrant of like tenor and date for the balance
of
the shares of Common Stock issuable hereunder be delivered to the
undersigned.
Method
of Payment of Exercise Price:
______________________________
_______________________________
(Name of Registered Owner)
_______________________________
(Signature of Registered Owner)
_______________________________
(Street
Address)
_______________________________
(City)
(State) (Zip
Code)
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NOTICE:
|
The
signature on this subscription must correspond with the name as
written
upon the face of the within Warrant in every particular, without
alteration or enlargement or any change
whatsoever.
|
ANNEX
B
ASSIGNMENT
FORM
FOR
VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells,
assigns and transfers unto the assignee named below all of the rights of
the
under signed under this Warrant, with respect to the number of shares of
Common
Stock set forth below:
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Name
and Address of Assignee
|
No.
of Shares of
Common
Stock
|
and
does hereby irrevocably constitute and appoint ________ _____________
attorney-in-fact to register such transfer onto the books of SkyTerra
Communications, Inc. maintained for the purpose, with full power of substitution
in the premises.
|
Dated:
|
Print
Name:
|
|
Signature:
|
|
|
Witness:
|
|
NOTICE:
|
The
signature on this assignment must correspond with the name as written
upon
the face of the within Warrant in every particular, without alteration
or
enlargement or any change
whatsoever.
|
