EFFORTS TO COOPERATE WITH SUCH HOLDER SO AS TO ENABLE SUCH SALES TO BE MADE IN
ACCORDANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS, THE REQUIREMENTS OF THE
TRANSFER AGENT OF SKYTERRA, AND THE REASONABLE REQUIREMENTS OF THE BROKER
THROUGH WHICH THE SALES ARE PROPOSED TO BE EXECUTED, AND SHALL, UPON WRITTEN
REQUEST, FURNISH UNLEGENDED CERTIFICATES REPRESENTING OWNERSHIP OF ACQUIRED
SHARES SOLD THEREBY, SUCH CERTIFICATES TO BE FURNISHED IN SUCH NUMBERS AND
DENOMINATIONS AS SUCH HOLDER MAY REASONABLY REQUEST.
SECTION 5.
RESTRICTIONS ON TRANSFER.
5.1
PERMITTED TRANSFERS.
EACH OF THE HOLDERS HEREBY AGREES THAT, UNTIL
IT AND ANY PERMITTED TRANSFEREES UNDER PARAGRAPH (F) HEREUNDER HAVE DISPOSED OF
ALL OF THE ACQUIRED SHARES, IT WILL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE
PRIOR WRITTEN CONSENT OF SKYTERRA, SELL, DISTRIBUTE, TRANSFER OR OTHERWISE
DISPOSE (IN EACH CASE, A "DISPOSITION") OF ANY ACQUIRED SHARES (INCLUDING ANY
SHARES OF SKYTERRA NON-VOTING COMMON STOCK (AS DEFINED IN THE COLUMBIA/SPECTRUM
EXCHANGE AGREEMENTS) ISSUED TO MOTIENT OR MVH (OR ANY SUBSIDIARY OF EITHER) IN
EXCHANGE FOR ACQUIRED SHARES, OR SHARES OF SKYTERRA COMMON STOCK EXCHANGED
THEREFORE, IN EACH CASE PURSUANT TO SECTION 4.10(B) OF THE COLUMBIA/ SPECTRUM
EXCHANGE AGREEMENTS), EXCEPT:
(A)
SALES OF ACQUIRED SHARES PURSUANT TO THE
RESALE REGISTRATION STATEMENT; OR
(B)
SALES OF ACQUIRED SHARES PURSUANT TO RULE
144 UNDER THE SECURITIES ACT; OR
8
(C)
SALES OR TRANSFERS OF ACQUIRED SHARES TO
ANY PERSON OR GROUP OF RELATED PERSONS WHO WOULD IMMEDIATELY THEREAFTER NOT OWN
OR HAVE THE RIGHT TO ACQUIRE OR VOTE WITH RESPECT TO COMMON SHARES CONSISTING
OF, IN THE AGGREGATE, MORE THAN FIVE PERCENT (5%) (WITH EACH PERSON, OTHER THAN
AFFILIATES OF THE TRANSFERRING HOLDER, CONSIDERED INDIVIDUALLY AND NOT IN THE
AGGREGATE WITH THE OTHER TRANSFEREES) OF THE TOTAL COMBINED VOTING POWER OF ALL
COMMON SHARES THEN OUTSTANDING; PROVIDED, HOWEVER, THAT IN EACH SUCH CASE, THE
TRANSFEREE SHALL RECEIVE AND HOLD SUCH ACQUIRED SHARES SUBJECT TO, AND THE
TRANSFEREE AND ALL OF THE TRANSFEREES' AFFILIATES SHALL AGREE TO BE BOUND BY,
ALL THE TERMS OF THIS AGREEMENT, WHICH TERMS SHALL ALSO INURE TO THE BENEFIT OF
SUCH TRANSFEREES, AND THERE SHALL BE NO FURTHER TRANSFER OF SUCH ACQUIRED
SHARES, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 5.1; OR
(D)
A BONA FIDE PLEDGE OF OR THE GRANTING OF A
SECURITY INTEREST IN THE ACQUIRED SHARES TO AN INSTITUTIONAL LENDER FOR MONEY
BORROWED, PROVIDED THAT SUCH LENDER ACKNOWLEDGES IN WRITING THAT IT HAS RECEIVED
A COPY OF THIS AGREEMENT AND AGREES, UPON ITS BECOMING THE OWNER OF, OR
OBTAINING DISPOSITIVE AUTHORITY WITH RESPECT TO OR IN CONNECTION WITH ANY
DISPOSITION OF, ANY SUCH ACQUIRED SHARES, TO BE BOUND BY THE PROVISIONS OF THIS
AGREEMENT IN CONNECTION WITH ANY RIGHT IT MAY HAVE TO DISPOSE OF ANY SUCH
ACQUIRED SHARES (AND, UPON AGREEING SO TO BE BOUND, THE PROVISIONS OF THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF SUCH PARTY); OR
(E)
SALES OR TRANSFERS OF ACQUIRED SHARES
PURSUANT TO A TENDER OR EXCHANGE OFFER; OR
(F)
DISPOSITIONS OF ACQUIRED SHARES BY