INCLUDING THE DATE OF THE GIVING OF SUCH SUSPENSION NOTICE TO AND INCLUDING THE
DATE THE HOLDERS EITHER ARE ADVISED BY SKYTERRA THAT THE USE OF THE PROSPECTUS
MAY BE RESUMED. IN ANY EVENT, SKYTERRA SHALL NOT BE ENTITLED TO DELIVER MORE
THAN A TOTAL OF THREE (3) SUSPENSION NOTICES IN ANY 12 MONTH PERIOD.
(D)
NEITHER SKYTERRA NOR THE HOLDERS SHALL PERMIT ANY OFFICER,
MANAGER, UNDERWRITER, BROKER OR ANY OTHER PERSON ACTING ON BEHALF OF SKYTERRA TO
USE ANY FREE WRITING PROSPECTUS (AS DEFINED IN RULE 405 UNDER THE SECURITIES
ACT) IN CONNECTION WITH THE RESALE REGISTRATION STATEMENT FILED PURSUANT TO THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SKYTERRA, THE HOLDERS AND ANY
UNDERWRITER.
1.4
EXPENSES.
(A)
REGISTRATION EXPENSES. ALL REGISTRATION EXPENSES SHALL BE BORNE BY
SKYTERRA.
(B)
SELLING EXPENSES. ALL EXPENSES INCIDENT TO THE HOLDERS'
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
ALL FEES AND EXPENSES OF COUNSEL FOR THE HOLDERS, FEES AND EXPENSES OF THE
HOLDERS' TRANSFER AGENT, AND ANY BROKER OR DEALER DISCOUNTS OR COMMISSIONS
ATTRIBUTABLE TO THE DISPOSITION OF ACQUIRED SHARES SHALL BE BORNE SOLELY BY THE
HOLDERS, AS INCURRED BY EACH OR ON A PRO RATA BASIS FOR SHARED EXPENSES, AS
APPLICABLE.
SECTION 2.
LOCKUP AGREEMENT.
2.1
EACH OF THE HOLDERS HEREBY AGREES TO NOT EFFECT ANY PUBLIC SALE OR
DISTRIBUTION (INCLUDING ANY SALES PURSUANT TO RULE 144) OF EQUITY SECURITIES OF
SKYTERRA, OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR
SUCH SECURITIES, DURING THE SEVEN DAYS PRIOR TO AND THE 90-DAY PERIOD BEGINNING
ON THE EFFECTIVE DATE OF ANY UNDERWRITTEN REGISTERED PUBLIC OFFERING OF EQUITY
SECURITIES OF SKYTERRA OR SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO OR
EXERCISABLE FOR EQUITY SECURITIES OF SKYTERRA (EXCEPT AS PART OF SUCH
UNDERWRITTEN REGISTRATION), UNLESS THE UNDERWRITERS MANAGING THE REGISTERED
PUBLIC OFFERING OTHERWISE CONSENT IN WRITING, AND EACH OF THE HOLDERS WILL
DELIVER AN UNDERTAKING TO THE MANAGING UNDERWRITERS (IF REQUESTED) CONSISTENT
WITH THIS COVENANT. THE HOLDERS SHALL NOT BE OBLIGATED TO COMPLY WITH THE
PROVISIONS OF THIS SECTION 2.1 MORE THAN TWO TIMES IN ANY 12-MONTH PERIOD.
SECTION 3.
INDEMNIFICATION.
3.1
INDEMNIFICATION BY SKYTERRA. SKYTERRA AGREES TO INDEMNIFY, TO THE
EXTENT PERMITTED BY LAW, EACH OF THE HOLDERS, ITS OFFICERS, DIRECTORS, EMPLOYEES
AND AFFILIATES AND EACH PERSON WHO CONTROLS THE HOLDERS (WITHIN THE MEANING OF
THE SECURITIES ACT) AGAINST ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, AND
EXPENSES CAUSED BY ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF MATERIAL FACT
CONTAINED IN THE RESALE REGISTRATION STATEMENT OR ANY PROSPECTUS FORMING A
PART OF THE RESALE REGISTRATION STATEMENT OR ANY "ISSUER FREE WRITING
PROSPECTUS" (AS DEFINED IN SECURITIES ACT RULE 433), OR ANY AMENDMENT THEREOF OR
SUPPLEMENT THERETO OR ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR ANY
VIOLATION OR ALLEGED VIOLATION BY SKYTERRA OF THE SECURITIES ACT, THE EXCHANGE
ACT OR APPLICABLE "BLUE SKY" LAWS,
5
EXCEPT INSOFAR