Common use of Registration Request Clause in Contracts

Registration Request. The Company shall file with the Commission as soon as reasonably practicable after the Closing Date, but in any event no later than fifteen (15) Business Days after the Closing Date, a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall use its best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof, but in any event no later than the Effectiveness Deadline, and shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by Parent or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by Parent (A) without volume or manner of sale restrictions under Rule 144 and (B) without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (such period of time, the “Effectiveness Period”). The Company shall request effectiveness of any such Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify Parent via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m., New York City time, on the Trading Day after the effective date of such Registration Statement, file a final Prospectus for a Registration Statement with the Commission, as required by Rule 424(b).

Registration Request. The Company shall file with (a) From the Commission as soon as reasonably practicable after later of the Closing DateDate and May 15, but 2009, and until May 15, 2014, if requested in writing by one or more Investors, including Holder, with respect to, in the aggregate, not less than 4.37 million Investors Shares (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock dividend, stock distribution or similar event no later than fifteen declared or effected with respect to the TerreStar Shares or the Networks Shares) (15) Business Days after the Closing Datesuch request, a “Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith Request” and the Company date thereof, the “Request Date”), which shall undertake to register the Registrable Securities on Form S-3 include a completed Notice and Questionnaire, TerreStar shall as soon as such form is available; provided, that the Company shall use its best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon promptly as practicable following the filing thereof, but in any event no later than the Effectiveness Deadline30th day after the Request Date file with the SEC a shelf registration statement (the “Shelf Registration Statement”) providing for the registration of, and the sale on a continuous or delayed basis by Holder of, the Registrable Shares to which the Registration Request relates, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC. TerreStar shall use its best commercially reasonable efforts to keep each cause the Shelf Registration Statement continuously to become or be declared effective under the Securities Act as promptly as practicable but in no event later than 90 days after the Request Date and to keep the Shelf Registration Statement continuously effective until the earlier of (i) the time when all TerreStar Shares included on such Shelf Registration Statement are no longer Registrable Shares and (ii) the time as all of when a Registration Statement has been in effect with respect to the Registrable Securities covered by Shares for periods totaling 1 year, not counting toward such year (A) any periods when a Deferral Notice is in effect or (B) any Registration Break (such date, the “Registration End Date”). Commercially reasonable efforts shall be deemed to have been used notwithstanding an inability to have the Shelf Registration Statement have been publicly sold declared or kept effective due to an inability to obtain the consent of TerreStar’s accountants if TerreStar acts in good faith and after the use of commercially reasonable efforts to obtain such consent by Parent or TerreStar. (b) TerreStar may, at its option, decline to make available a Shelf Registration Statement during the period starting on any Other Registration End Date and ending on the earlier of (i) 3 months following such Other Registration End Date and (ii) the date when TerreStar shall file with the SEC any registration statement with respect to any of its securities (such a period, a “Registration Break”). If the 30- or 90-day period following the Request Date referred to in Section 6.1(a) expires during a Registration Break, TerreStar’s applicable obligation under Section 6.1(a) following the end of such 30- or 90-day period shall commence immediately upon the end of the Registration Break; any period of time that has elapsed between a Request Date and the start of such Registration Break shall count toward the 30- or 90-day period referred to in Section 6.1(a). If a Registration Statement became effective and then ceased to be effective due to a Registration Break, TerreStar shall be obligated to use commercially reasonable efforts cause the applicable Registration Statement to become or be declared effective under the Securities Act by the end of the Registration Break. (c) TerreStar shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all Registrable material respects with the applicable requirements of the Securities covered Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, and TerreStar shall furnish to Holder copies of any supplement or amendment upon the request of Holder prior to its being used or promptly following its filing with the SEC; provided, however, that TerreStar shall have no obligation to deliver to Holder copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on TerreStar’s website (except in such instances in which TerreStar is correcting a material misstatement in any Registration Statement or Prospectus with respect to Holder’s shares of TerreStar Common Stock pursuant to Sections 6.2(a)(iv) and (ix)). If the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason prior to the Registration End Date, TerreStar shall use commercially reasonable efforts, subject to Section 6.2(b), to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (d) In the event that the SEC requires TerreStar, or counsel for TerreStar in good faith (after consultation with the SEC) advises that the SEC would require TerreStar, to reduce the amount of TerreStar securities to be included in a Shelf Registration Statement in order to allow TerreStar to have such sales be treated as secondary sales with respect to such Shelf Registration Statement so that not all Investors Shares and other TerreStar securities entitled by binding agreements in effect on September 12, 2008 to be included in such Shelf Registration Statement may be sold so included, then, if Holder consents in writing to be named as an “underwriter” in such Shelf Registration Statement, TerreStar shall be obligated to include in such Shelf Registration Statement any Registrable Shares requested to be included therein by Parent Holder, and comply with the requirements of Section 6.1(e); if Holder does not consent in writing to be named as an “underwriter” in such Shelf Registration Statement, then, TerreStar shall be obligated to include in such Shelf Registration Statement (Awhich may be a subsequent Registration Statement if TerreStar needs to withdraw the initial Registration Statement and re-file a new Registration Statement in order to rely on Rule 415 under the Securities Act and have such sales be treated as secondary sales) without volume only such limited portion of the securities otherwise entitled to be included in the Shelf Registration Statement as the SEC shall or manner would permit. Any Registrable Shares that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.” In the event there are Cut Back Securities, the right to be included in the Registration Statement shall be allocated first, to any persons entitled to register securities pursuant to Prior Registration Agreements, and second, among the Investors, pro rata based on the percentage of sale restrictions such securities requested to be included therein or as TerreStar and the Investors may otherwise agree. To the extent Cut Back Securities exist, at the option of the Investors, TerreStar shall use commercially reasonable efforts to take one or more of the following actions: (i) re-file such Shelf Registration Statement on Form S-1 in order to register any Cut Back Securities (and withdraw the initially filed Shelf Registration Statement or amend it, as required) if such re-filing will permit TerreStar to rely on Rule 415 under Rule 144 the Securities Act and have such sales be treated as secondary sales with respect to such Shelf Registration Statement; (ii) conduct one additional Underwritten Offering in addition to that provided for in Section 6.2(h) for all Investors who wish to participate therein on the terms set forth in Section 6.2(h); and (Biii) without register the requirement for Cut Back Securities in accordance with the Company provisions of this Section 6.1 and Section 6.2 promptly when eligible to do so under applicable federal securities Law, subject to the allocation set forth above, as TerreStar and its securities counsel reasonably determine (in consultation with the Investors and their securities counsel), in each case, unless the Cut Back Securities cease to be Registrable Shares. (e) If Holder elects to be named as an “underwriter” in compliance any Shelf Registration Statement pursuant to Section 6.1(c), then TerreStar shall: (i) cooperate with any reasonable due diligence investigation undertaken by Holder, Holder’s counsel and any attorney, accountant or other agent retained by Holder in connection with the current public filing of the Shelf Registration Statement and the sale of Registrable Shares thereunder, including making available any documents and information requirement under Rule 144(c)(1reasonably requested by Holder and its Representatives and making available members of TerreStar’s senior management for discussions with Holder; (ii) make available for inspection by Holder, and any attorney, accountant or other agent retained by such Holder (such period of timecollectively, the “Effectiveness PeriodInspectors”). The Company , all financial and other records, pertinent corporate documents and properties of TerreStar and any of its subsidiaries (collectively, the “Records”) as shall request effectiveness be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of TerreStar to supply all information reasonably requested by any such Registration Inspector in connection with any registration hereunder, provided, however, that (i) in connection with any such inspection, any such Inspectors shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by TerreStar of its business, and (ii) Records and information obtained hereunder shall be used by such Inspectors only to exercise their due diligence responsibility; and (iii) use commercially reasonable efforts to furnish to Holder a signed counterpart, addressed to such Holder of (i) an opinion or opinions of counsel to TerreStar and (ii) a comfort letter or comfort letters from TerreStar’s independent public accountants pursuant to Statement as of 5:00 p.m.on Auditing Standards No. 72, New York City time, on a Trading Day. The Company shall promptly notify Parent via facsimile or electronic mail of a “.pdf” format data file each in customary form and covering such matters of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, type customarily covered by 9:30 a.m., New York City time, on the Trading Day after the effective date of such Registration Statement, file a final Prospectus for a Registration Statement with the Commissionopinions or comfort letters, as required by Rule 424(b)the case may be, as each such Holder and the managing underwriter, if any, reasonably requests.

Registration Request. The Company shall file with the Commission as soon as reasonably practicable after the Closing Date, but in any event no later than fifteen (15) Business Days after the Closing Date, a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall use its best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof, but in any event no later than the Effectiveness Deadline, and shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by Parent or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by Parent (A) without volume or manner of sale restrictions under Rule 144 and (B) without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (such period of time, the “Effectiveness Period”). The Company shall request effectiveness of any such Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify Parent via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m., New York City time, on the Trading Day after the effective date of such Registration Statement, file a final Prospectus for a Registration Statement with the Commission, as required by Rule 424(b).-3-

Registration Request. The Company shall file with the Commission as soon as reasonably practicable after the Closing Date, but in any event no later than fifteen (15) Business Days after the Closing Date, a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. . Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or on another appropriate form in accordance herewith and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided, that the Company shall use its best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use its best efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof, but in any event no later than the Effectiveness Deadline, and shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by Parent or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by Parent (A) without volume or manner of sale restrictions under Rule 144 and (B) without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (such period of time, the “Effectiveness Period”). The Company shall request effectiveness of any such Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify Parent via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m., New York City time, on the Trading Day after the effective date of such Registration Statement, file a final Prospectus for a Registration Statement with the Commission, as required by Rule 424(b). 3.