AS CONTEMPLATED BY THE EXCHANGE AGREEMENT, DATED
AS OF THE DATE HEREOF, BY AND AMONG MOTIENT, MVH AND SKYTERRA, EACH OF THE
HOLDERS HEREBY AGREES, BEGINNING 60 DAYS (EXTENDED FOR ANY PERIOD DURING A
SUSPENSION NOTICE DURING THE FIRST 60 DAYS), 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 PRIMARY 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 SUCH REGISTERED
PUBLIC OFFERING OTHERWISE CONSENT IN WRITING, AND THE HOLDERS WILL DELIVER AN
UNDERTAKING TO THE MANAGING UNDERWRITERS (IF REQUESTED) CONSISTENT WITH THIS
COVENANT (IN EACH CASE, A "LOCKUP PERIOD").
NOTWITHSTANDING THE FOREGOING, THE
HOLDERS SHALL NOT BE OBLIGATED TO COMPLY WITH THE PROVISIONS OF THIS SECTION 2.1
(I) MORE THAN TWO TIMES IN ANY 12-MONTH PERIOD AND (II) UNLESS ALL OFFICERS AND
DIRECTORS OF SKYTERRA AND APOLLO INVESTMENT FUND IV, L.P., APOLLO OVERSEAS
PARTNERS IV, L.P., AIF IV/RRRR LLC, AP/RM ACQUISITION LLC AND ST/RRRR LLC ARE
ALSO SUBJECT TO A LOCKUP PERIOD ON SUBSTANTIALLY THE SAME TERMS AS THE HOLDERS.
IF A STOCKHOLDER TRANSFERS ACQUIRED SHARES TO ITS BENEFICIAL OWNERS IN
ACCORDANCE WITH SECTION 5.1(F) HEREOF, SUCH TRANSFEREES SHALL NOT BE BOUND BY
THIS SECTION 2.1.
NOTWITHSTANDING THE FOREGOING, THIS SECTION 2.1 SHALL NOT
APPLY TO ANY HOLDER (OR TRANSFEREE OF ANY SUCH HOLDER IN ACCORDANCE WITH SECTION
5.1 HEREOF) WHO DOES NOT OWN OR HAVE THE RIGHT TO ACQUIRE OR VOTE WITH RESPECT
TO COMMON SHARES CONSISTING OF, IN THE AGGREGATE, MORE THAN FOUR PERCENT (4%) OF
THE TOTAL COMBINED VOTING POWER OF ALL COMMON SHARES THEN OUTSTANDING.
SOLELY
FOR PURPOSES OF CALCULATING THE FOUR PERCENT (4%) IN THE PRECEDING SENTENCE,
EACH HOLDER SHALL BE CONSIDERED INDIVIDUALLY AND NOT IN THE AGGREGATE WITH ITS
PERMITTED TRANSFEREES.
SECTION 3.
INDEMNIFICATION.
3.1
INDEMNIFICATION BY SKYTERRA.
SKYTERRA AGREES TO INDEMNIFY, TO THE
EXTENT PERMITTED BY LAW, THE HOLDERS, THEIR 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,
EXCEPT THAT SKYTERRA SHALL NOT BE LIABLE TO