Common use of Lockup Clause in Contracts

Lockup. Except for distributions by Motient to the holders of its common stock or preferred stock 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.

Lockup. Except for distributions by Motient to the holders of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as of the date hereof, by and among Motient, MVH and SkyTerra, each Each of the Holders hereby agrees, beginning 60 days (extended for any period during a Suspension Notice during the first 60 days) following the Closing Date (as defined in the BCE Exchange Agreement), to not effect any public sale or distribution (including any sales pursuant to Rule 144) of equity securities of SkyTerraMotient, 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 Motient or securities convertible or exchangeable into or exercisable for equity securities of SkyTerra Motient (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 2.1, (i) more than two times in any 12-month period period, and (ii) unless all officers and directors of SkyTerra Motient, 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 holders of more than 6% of the total combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on substantially the same terms as the Holders. If a Stockholder transfers Acquired Shares are transferred to its beneficial owners the shareholders of BCE (or, if BCE is no longer a public company, the public parent entity that controls BCE) in accordance with Section 5.1(f5.1(h) 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 six percent (46%) of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the four six percent (46%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transferees.

Lockup. Except for distributions by Motient to the holders In connection with any underwritten public offering of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as securities of the date hereof, by and among Motient, MVH and SkyTerraCompany, each Holder (other than the Grenadier Holders, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of the Holders hereby agreestheir Permitted Transferees, beginning 60 days unless participating in such underwritten public offering) agrees (extended for any period during a Suspension Notice during the first 60 days), “Lock-Up Agreement”) not to not effect any public sale or distribution (distribution, including any sales sale pursuant to Rule 144) , of equity any Registrable Securities, and not to effect any sale or distribution of other securities of SkyTerra, the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such securitiesunderwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the 90-day period restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on on, the effective closing date of any primary underwritten registered public offering the sale of equity such securities of SkyTerra or securities convertible or exchangeable into or exercisable for equity securities of SkyTerra (pursuant to such an effective registration statement, 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 ; provided that all executive 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 the Company 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 and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoingforegoing provisions shall only be applicable to such Holders if all such Holders, 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 officers and directors are treated similarly with respect to Common Shares consisting of, in any release prior to the aggregate, more than four percent (4%) termination of the total combined voting power of lock-up period such that if any such persons are released, then all Common Shares then outstanding. Solely for purposes of calculating Holders shall also be released to the four percent (4%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transfereessame extent on a pro rata basis.

Lockup. Except for distributions by Motient to the holders For a period of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as of twelve (12) months following the date hereof, except as otherwise agreed to by and among Motient, MVH and SkyTerra, each the vote of a majority of the Holders hereby agreesBoard, beginning 60 days (extended for no Stockholder shall Transfer any period during a Suspension Notice during Securities, provided, however, that 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 restriction contained 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 (a) those Transfers set forth on Schedule B, annexed hereto, or (b) a Transfer to a Permitted Transferee of the Transferring Stockholders, in each case, only if the Transferee in respect of such Transfer executes a Joinder Agreement to this Agreement in the form attached hereto as Exhibit A, whereby it agrees to be bound by terms of this Agreement, including, without limitation, this Section 2.1. Nothing in this Section 2.1 shall create any Holder (obligation on the part of the Board, the Company or transferee any other party to consent or agree to any Transfer of any Securities, or other waiver of the provisions of this Agreement, such Holder decision to be made in accordance with the sole discretion of such parties. Notwithstanding anything in this Section 5.1 hereof) who does not own or have 2.1 to the right to acquire or vote with respect to Common Shares consisting ofcontrary, in the aggregateevent that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, more than four percent (4%) subject to the fiduciary duties of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the four percent (4%) in the preceding sentenceBoard, each Holder Other Stockholder shall be considered individually permitted to Transfer the equivalent percentage of Securities owned by such Other Stockholder as the percentage of Securities owned by such CityNet Holder represented by the Securities that were Transferred pursuant to such Board approval, provided that any Transfer by Other Stockholders pursuant to this sentence shall be on terms that are substantially the same (or more advantageous to the Transferring Other Stockholder) and not for an equal or greater price, as the Transfer by a CityNet Holder giving rise to this right. The Board, in each case that a CityNet Holder Transfers Securities with approval of the aggregate with its permitted transfereesBoard pursuant to this Section 2.1, shall notify each of the Other Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup period.

Lockup. Except for distributions by Motient to the holders of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as of the date hereof, by and among Motient, MVH and SkyTerra, each Each of the Holders hereby agrees, beginning 60 days (extended for any period during a Suspension Notice during the first 60 days) following the Closing Date (as defined in the BCE Exchange Agreement), to not effect any public sale or distribution (including any sales pursuant to Rule 144) of equity securities of SkyTerraMotient, 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 Motient or securities convertible or exchangeable into or exercisable for equity securities of SkyTerra Motient (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 2.1, (i) more than two times in any 12-month period period, and (ii) unless all officers and directors of SkyTerra Motient, 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 holders of more than 6% of the total combined voting power of all Common Shares then outstanding 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 six percent (46%) of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the four six percent (46%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transferees.

Lockup. Except for distributions by Motient to the holders of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as of the date hereof, by and among Motient, MVH and SkyTerra, each Each of the Holders hereby agrees, beginning 60 days (extended for any period during a Suspension Notice during the first 60 days) following the Initial Closing Date (as defined in the Exchange Agreement, dated as of May 6, 2006, by and among Motient, Motient Ventures Holding Inc. and SkyTerra), 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)SkyTerra, 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 not, together with its Affiliates, own or have the right to acquire or vote with respect to Common Shares consisting of, or exchangeable upon disposition for, 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.

Lockup. Except Each Holder agrees, in connection with any registration by the Company of its securities for distributions by Motient sale to the holders general public in an underwritten offering (whether or not the offering is pursuant to Section 5 hereof and whether or not such Holder is participating in such offering), that, upon request of its common stock the underwriters managing any such offering, such Holder will agree in writing not to sell, make short sales of or preferred stock otherwise dispose of any Registrable Securities (other than that included in the registration) without the prior consent of such underwriters for such period of time as contemplated may be reasonably requested by the Exchange Agreement, dated as underwriters. The period of time that the date hereof, by and among Motient, MVH and SkyTerra, each of lockup shall apply to the Holders hereby agrees, beginning 60 shall not extend for more than ninety (90) 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 following the effective date of any primary underwritten registered public the applicable registration statement and shall commence on (a) if the Holders have or are offered the right to participate in such offering of equity securities of SkyTerra as provided or securities convertible contemplated by Section 3 with the priority provided or exchangeable into or exercisable for equity securities of SkyTerra contemplated by Section 4.1(a), the date on which the preliminary prospectus is first distributed in connection with such offering, provided, if the applicable registration statement is not declared effective within thirty (except as part 30) days after the commencement of such underwritten registration)period, unless the underwriters managing lockup shall not apply from the end of such registered public offering otherwise consent thirty (30) day period until the applicable registration statement is declared effective, or (b) otherwise, the date on which the applicable registration statement is declared effective. Notwithstanding anything in writingthis Section 12.1 to the contrary, the obligations under this Section 12.1 shall apply only to the extent that each executive officer and director of the Company holding Common Stock of the Company, holders of 5% or more of the Company's Common Stock who are Affiliates of the Company and other participants in such registration (collectively the "Lockup Persons") shall enter into similar lockup agreements that are no more favorable to such Lockup Persons than those applicable to the Holders will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant (in each case, and which have 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 duration the same terms as that applicable to the Holders. If a Stockholder transfers Acquired Shares to its beneficial owners in accordance with Section 5.1(fIn the event that the Company or the managing underwriter(s) hereof, shall release any such transferees shall not be bound by this Section 2.1. Notwithstanding Lockup Persons from the foregoing, this Section 2.1 shall not apply to any Holder (or transferee requirements 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 sentencelockup agreement, each Selling Holder shall be considered individually and not in the aggregate with entitled to a corresponding pro rata release from its permitted transfereeslockup.

Lockup. Except for distributions by Motient to the holders of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as of the date hereof, by and among Motient, MVH and SkyTerra, each Each of the Holders hereby agrees, beginning 60 days (extended for any period during a Suspension Notice during the first 60 days) following the Closing Date (as defined in the Columbia/Spectrum Exchange Agreements), to not effect any public sale or distribution (including any sales pursuant to Rule 144) of equity securities of SkyTerraMotient, 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 Motient or securities convertible or exchangeable into or exercisable for equity securities of SkyTerra Motient (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 2.1, (i) more than two times in any 12-month period period, and (ii) unless all officers and directors of SkyTerra Motient, 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 holders of more than 6% of the total combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on substantially the same terms as the Holders. If a Stockholder Fund transfers Acquired Shares to its beneficial owners in accordance with Section 5.1(f5.1(h) 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 six percent (46%) of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the four six percent (46%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transferees.

Lockup. Except for distributions by Motient to (a) The Stockholder agrees that, except with the holders of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as prior written consent of the date hereofCompany and except as provided in Section 7(b) below, 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 daysperiod beginning on the date hereof and ending on the date that is 12 months after the date hereof (the "LOCKUP PERIOD"), the Stockholder shall not transfer, offer, sell, contract to not effect sell, pledge, grant any public option to purchase, make any short sale or distribution (including otherwise dispose of any sales pursuant Common Stock, or any options or warrants to Rule 144) purchase any shares of equity securities of SkyTerraCommon Stock, or any securities convertible into into, exchangeable for or exchangeable that represent the right to receive Common Stock, whether now owned or exercisable for such securitieshereafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the Stockholder has the voting power or power of disposition within the rules and regulations of the SEC (collectively the "COMPANY SECURITIES"). (b) The Stockholder shall be permitted to sell or otherwise transfer the Registrable Securities as follows: (i) 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 that is six (except as part of such underwritten registration), unless 6) months after the underwriters managing such registered public offering otherwise consent in writing, date hereof and ending on the Holders will deliver an undertaking to date that is nine (9) months after the managing underwriters (if requested) consistent with this covenant (in each case, a “Lockup Period”). Notwithstanding the foregoingdate hereof, 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 (may sell 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 ofotherwise transfer, in the aggregate, more than four percent one-third (4%1/3) of the total combined voting power Registrable Securities; and (ii) during the period beginning on the date that is nine (9) months after the date hereof and ending on the date that is twelve (12) months after the date hereof, the Stockholder may sell or otherwise transfer, in the aggregate, (A) two-thirds (2/3) of the Registrable Securities less (B) the number of Registrable Securities sold during the time period described in paragraph (b)(i) above. Upon the expiration of the Lockup Period, the Stockholder may sell or otherwise transfer any and all Common Shares then outstanding. Solely for purposes of calculating the four percent Registrable Securities. (4%c) Notwithstanding anything to the contrary in this Section 7, the Stockholder shall be permitted to transfer any Registrable Securities (i) to those persons or entities that are securityholders of Stockholder, and to those persons or entities that are securityholders of such securityholders, and so on, on the date hereof, and/or (ii) in private resales, provided in the preceding sentencecase of clauses (i) and (ii) that (A) such transfers are otherwise in compliance with the Securities Act, each Holder (B) in any such transaction, the Securities Act legend and a legend reflecting the restrictions of this Agreement shall remain on the certificates representing the transferred shares, and (C) any such transferee shall agree to be bound, in all respects, by the terms and provisions of this Agreement (including, without limitation, by representing and warranting that such transferee has not engaged in any transaction prohibited by the terms of this Section 7 at any time during the Lockup Period, including, without limitation, the portion of the Lockup Period that precedes the transfer of Registrable Securities to such transferee). Any permitted transferee under this clause (c) is referred to as a "PERMITTED TRANSFEREE"). (d) Notwithstanding anything to the contrary in this Section 7, the Stockholder shall be considered individually permitted to transfer any Registrable Securities at the closing of, or at any time following, a merger, consolidation or other transaction to which the Company is a party as a result of which all or substantially all of the then outstanding equity securities of the Company are exchanged or otherwise canceled for consideration consisting of cash, other property or securities of a successor issuer. (e) The restrictions set forth in this Section 7 are expressly intended to preclude the Stockholder from engaging in any hedging or other transaction that is designed, or that reasonably could be expected, to lead to or to result in a sale or disposition of the Stockholder's Company Securities even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Stockholder's Company Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such securities. (f) The Stockholder acknowledges that any certificates evidencing the shares of Common Stock issued to the Stockholder on the date hereof shall contain a legend that references the restrictions set forth in this Section 7. The Stockholder agrees and not consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Stockholder's Company Securities, except in compliance with the aggregate with its permitted transfereesrestrictions contained in this Section 7. (g) Notwithstanding anything to the contrary in this Section 7, if the Stockholder acquires Common Stock after the date hereof, nothing in this Agreement shall prohibit the Stockholder from disposing of such shares of Common Stock.

Lockup. Except for distributions by Motient to the holders In connection with any underwritten public offering of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as securities of the date hereof, by and among Motient, MVH and SkyTerraPubCo, each of the Holders hereby agrees, beginning 60 days Holder agrees (extended for any period during a Suspension Notice during the first 60 days), “Lock-Up Agreement”) not to not effect any public sale or distribution (distribution, including any sales sale pursuant to Rule 144) , of equity any Registrable Shares, and not to effect any sale or distribution of other securities of SkyTerra, PubCo or of any securities convertible into or exchangeable or exercisable for any other securities of PubCo (in each case, other than as part of such securitiesunderwritten public offering), in each case, during the seven calendar days prior to, and during such period as the managing underwriter may require (not to exceed 90 calendar days) (or such other period as may be requested by the managing underwriter to comply with regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the 90-day period restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on on, the effective closing date of any primary underwritten registered public offering the sale of equity such securities of SkyTerra or securities convertible or exchangeable into or exercisable for equity securities of SkyTerra (pursuant to such an effective registration statement, except as part of such underwritten registration); provided that all executive officers and directors of PubCo are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, unless the underwriters managing such registered public offering otherwise consent in writing, officers and the Holders will deliver an undertaking directors are treated similarly with respect to any release prior to the managing underwriters (termination of the lock-up period such that if requested) consistent with this covenant (in each caseany such Holders, a “Lockup Period”). Notwithstanding the foregoingofficers and directors are released, the then all Holders shall not also be obligated released to comply with the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 2.1 6.5 is waived with respect to the Sponsor, such provisions of this Section 6.5 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (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 such case on substantially the same terms as the all such 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).

Lockup. Except for distributions by Motient to the holders For a period of its common stock or preferred stock as contemplated by the Exchange Agreement, dated as of twelve (12) months following the date hereof, except as otherwise agreed to by and among Motient, MVH and SkyTerra, each the vote of a majority of the Holders hereby agreesBoard, beginning 60 days (extended for no Stockholder shall Transfer any period during a Suspension Notice during Securities, provided, however, that 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 restriction contained 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 (a) those Transfers set forth on Schedule B, annexed hereto, or (b) a Transfer to a Permitted Transferee of the Transferring Stockholders, in each case, only if the Transferee in respect of such Transfer executes a Joinder Agreement to this Agreement in the form attached hereto as Exhibit A, whereby it agrees to be bound by terms of this Agreement, including, without limitation, this Section 2. 1. Nothing in this Section 2.1 shall create any Holder (obligation on the part of the Board, the Company or transferee any other party to consent or agree to any Transfer of any Securities, or other waiver of the provisions of this Agreement, such Holder decision to be made in accordance with the sole discretion of such parties. Notwithstanding anything in this Section 5.1 hereof) who does not own or have 2.1 to the right to acquire or vote with respect to Common Shares consisting ofcontrary, in the aggregateevent that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, more than four percent (4%) subject to the fiduciary duties of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the four percent (4%) in the preceding sentenceBoard, each Holder Other Stockholder shall be considered individually permitted to Transfer the equivalent percentage of Securities owned by such Other Stockholder as the percentage of Securities owned by such CityNet Holder represented by the Securities that were Transferred pursuant to such Board approval, provided that any Transfer by Other Stockholders pursuant to this sentence shall be on terms that are substantially the same (or more advantageous to the Transferring Other Stockholder) and not for an equal or greater price, as the Transfer by a CityNet Holder giving rise to this right. The Board, in each case that a CityNet Holder Transfers Securities with approval of the aggregate with its permitted transfereesBoard pursuant to this Section 2.1, shall notify each of the Other Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup period.