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 THE
HOLDERS 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 (E) OR (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 EXCEPT:
(A)
SALES OF ACQUIRED SHARES PURSUANT TO THE RESALE REGISTRATION
STATEMENT; OR
(B)
SALES OF ACQUIRED SHARES PURSUANT TO RULE 144 (BUT NOT PARAGRAPH
(K) THEREOF) UNDER THE SECURITIES ACT; OR
7
(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 ACQUIRED SHARES CONSISTING OF, IN THE AGGREGATE,
MORE THAN FIVE PERCENT (5%) OF THE TOTAL COMBINED VOTING POWER OF ALL ACQUIRED
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 WHICH THE BOARD OF DIRECTORS OF SKYTERRA DOES NOT OPPOSE WITHIN
10 BUSINESS DAYS AFTER THE DATE OF COMMENCEMENT (AS SUCH TERM IS DEFINED IN
RULE 14D-2(A) OF THE GENERAL RULES AND REGULATIONS UNDER THE EXCHANGE ACT) OF
SUCH OFFER; OR
(F)
DISPOSITIONS OF ACQUIRED SHARES BY ANY HOLDER TO ANY WHOLLY OWNED
SUBSIDIARY OF SUCH HOLDER OR TO A SUCCESSOR CORPORATION OF SUCH HOLDER;
PROVIDED, HOWEVER, THAT IN EACH SUCH CASE, THE TRANSFEREE SHALL RECEIVE AND HOLD
SUCH ACQUIRED SHARES SUBJECT TO, AND THE TRANSFEREE AND