Common use of Lockup Clause in Contracts

Lockup. For a period of twelve (12) months following the date hereof, except as otherwise agreed to by the vote of a majority of the Board, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be 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 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 Board 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. For a period Except for distributions by Motient to the holders of twelve (12) months following 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 agreed 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 vote of a majority of the Boardforegoing, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not apply to any Holder (aor transferee of any such Holder in accordance with Section 5.1 hereof) those Transfers set forth on Schedule B, annexed hereto, who does not own or (b) a Transfer have the right to a Permitted Transferee of the Transferring Stockholders, in each case, only if the Transferee in acquire or vote with 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contraryCommon Shares consisting of, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described aboveaggregate, subject to the fiduciary duties more than four percent (4%) of the Boardtotal combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the four percent (4%) in the preceding sentence, each Other Stockholder Holder shall be considered individually and not in the aggregate with its 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 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 Board 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 periodtransferees.

Lockup. (i) For a period of twelve two (122) months years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, except as otherwise agreed to by the vote of a majority of the Board, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the equivalent percentage Exchange Agreement) or (2) all of Securities owned its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by such each Other Stockholder as for the percentage same consideration (including, for the avoidance of Securities owned by such CityNet Holder represented doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and the Company similar to those between GE and the Company contemplated by the Securities that were Transferred pursuant to such Board approval, provided that any Transfer by Other Stockholders pursuant to this sentence shall be Transaction Documents) and on terms that are otherwise substantially the same terms and conditions and (or more advantageous to B) if such offer does not result in the Transferring Other Stockholder) and 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 buyer owning 100% of the Board pursuant Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 2.14.2(a)(iii), shall notify each the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Other Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup periodDelaware General Corporation Law.

Lockup. For Each of the Holders hereby agrees, beginning 60 days (extended for any period during a period of twelve (12Suspension Notice during the first 60 days) months 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 Motient, 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 Motient or securities convertible or exchangeable into or exercisable for equity securities of 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, (i) more than two times in any 12-month period, and (ii) unless all officers and directors of Motient, and 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 the same terms as the Holders. If Acquired Shares are transferred to 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(h) hereof, except as otherwise agreed to such transferees shall not be bound by this Section 2.1. Notwithstanding the vote of a majority of the Boardforegoing, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not apply to any Holder (aor transferee of any such Holder in accordance with Section 5.1 hereof) those Transfers set forth on Schedule B, annexed hereto, who does not own or (b) a Transfer have the right to a Permitted Transferee of the Transferring Stockholders, in each case, only if the Transferee in acquire or vote with 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contraryCommon Shares consisting of, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described aboveaggregate, subject to the fiduciary duties more than six percent (6%) of the Boardtotal combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the six percent (6%) in the preceding sentence, each Other Stockholder Holder shall be considered individually and not in the aggregate with its 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 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 Board 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 periodtransferees.

Lockup. For Each of the Holders hereby agrees, beginning 60 days (extended for any period during a period of twelve (12Suspension Notice during the first 60 days) months 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 Motient, 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 Motient or securities convertible or exchangeable into or exercisable for equity securities of 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, (i) more than two times in any 12-month period, and (ii) unless all officers and directors of Motient, and 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 the same terms as the Holders. If a Fund transfers Acquired Shares to its beneficial owners in accordance with Section 5.1(h) hereof, except as otherwise agreed to such transferees shall not be bound by this Section 2.1. Notwithstanding the vote of a majority of the Boardforegoing, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not apply to any Holder (aor transferee of any such Holder in accordance with Section 5.1 hereof) those Transfers set forth on Schedule B, annexed hereto, who does not own or (b) a Transfer have the right to a Permitted Transferee of the Transferring Stockholders, in each case, only if the Transferee in acquire or vote with 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contraryCommon Shares consisting of, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described aboveaggregate, subject to the fiduciary duties more than six percent (6%) of the Boardtotal combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the six percent (6%) in the preceding sentence, each Other Stockholder Holder shall be considered individually and not in the aggregate with its 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 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 Board 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 periodtransferees.

Lockup. For Except with respect to Registrable Securities permitted to be Registered in the initial public offering, each Shareholder agrees that, upon request by the underwriters managing the initial public offering of the Company’s securities, such Holder will enter into a customary lockup agreement with the underwriters under which such Holder (individually the “Lockup Shareholder”, and collectively, the “Lockup Shareholders”) shall agree, without the prior written consent of such underwriters, not to sell or otherwise transfer or dispose of any Series A Shares or Ordinary Shares issued upon conversion of such Series A Shares (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law) for a period of twelve time specified by such underwriters no greater than one hundred and eighty (12180) months following days from the effective date hereof, except of the registration statement covering such initial public offering or the pricing date of such offering as otherwise agreed to may be requested by the vote underwriters, provided that each of a majority directors, officers and holders of Ordinary Shares of the BoardCompany signs substantially identical lockup agreements. Notwithstanding the foregoing, no Stockholder (i) each Lockup Shareholder shall Transfer be released from the lockup to the extent that any Securities, provided, however, that the restriction contained other Lockup Shareholders are released; and (ii) each Lockup Shareholder may engage in 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 private transfers of the Transferring Stockholderssecurities to Affiliates, provided such Affiliates enter into the same lockup agreement with such underwriters or agree 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 writing to be bound by terms of the lockup agreements signed between the Lockup Shareholders and the underwriters. As used in this Agreement, including, without limitation, this Section 2.1. Nothing “Affiliate” or “Affiliates” shall have the meaning given in this Section 2.1 shall create any obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be 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 Rule 405 promulgated under 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 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 Board 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 periodAct.

Lockup. For Each of the Holders hereby agrees, beginning 60 days (extended for any period during a period of twelve (12Suspension Notice during the first 60 days) months 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 Motient, 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 hereof, of any primary underwritten registered public offering of equity securities of Motient or securities convertible or exchangeable into or exercisable for equity securities of Motient (except as part of such underwritten registration), unless the underwriters managing such registered public offering otherwise agreed consent in writing, and the Holders will deliver an undertaking to by the vote 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 a majority this Section 2.1, (i) more than two times in any 12-month period, and (ii) unless all officers and directors of Motient, and holders of more than 6% of the Boardtotal combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on the same terms as the Holders. Notwithstanding the foregoing, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not apply to any Holder (aor transferee of any such Holder in accordance with Section 5.1 hereof) those Transfers set forth on Schedule B, annexed hereto, who does not own or (b) a Transfer have the right to a Permitted Transferee of the Transferring Stockholders, in each case, only if the Transferee in acquire or vote with 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contraryCommon Shares consisting of, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described aboveaggregate, subject to the fiduciary duties more than six percent (6%) of the Boardtotal combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the six percent (6%) in the preceding sentence, each Other Stockholder Holder shall be considered individually and not in the aggregate with its 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 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 Board 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 periodtransferees.

Lockup. For (a) The Stockholder agrees that, except with the prior written consent of the Company and except as provided in Section 7(b) below, during the period 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 sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Common Stock, whether now owned or hereafter 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 period beginning on the date that is six (6) months after the date hereof and ending on the date that is nine (9) months after the date hereof, the Stockholder may sell or otherwise transfer, in the aggregate, one-third (1/3) of the 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 following after the date hereof, except as the Stockholder may sell or otherwise agreed to by transfer, in the vote of a majority aggregate, (A) two-thirds (2/3) of the BoardRegistrable 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, no the Stockholder shall Transfer may sell or otherwise transfer any and all of the Registrable Securities, provided, however, that . (c) Notwithstanding anything to the restriction contained contrary in this Section 2.1 7, the Stockholder shall not apply be permitted to transfer any Registrable Securities (ai) to those Transfers set forth persons or entities that are securityholders of Stockholder, and to those persons or entities that are securityholders of such securityholders, and so on, on Schedule the date hereof, and/or (ii) in private resales, provided in the case of clauses (i) and (ii) that (A) such transfers are otherwise in compliance with the Securities Act, (B) in any such transaction, annexed heretothe Securities Act legend and a legend reflecting the restrictions of this Agreement shall remain on the certificates representing the transferred shares, or and (bC) a Transfer any such transferee shall agree to a Permitted Transferee of the Transferring Stockholdersbe bound, in each caseall respects, only if by the Transferee in respect terms and provisions of such Transfer executes a Joinder Agreement to this Agreement (including, without limitation, by representing and warranting that such transferee has not engaged in any transaction prohibited by the form attached hereto as Exhibit A, whereby it agrees to be bound by terms of this AgreementSection 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 Section 2.1. Nothing clause (c) is referred to as a "PERMITTED TRANSFEREE"). (d) Notwithstanding anything to the contrary in this Section 2.1 shall create any obligation on the part of the Board7, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be permitted to Transfer transfer any Registrable Securities at the equivalent percentage 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 owned 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 Other securities. (f) The Stockholder as the percentage of Securities owned by such CityNet Holder represented by the Securities that were Transferred pursuant to such Board approval, provided acknowledges that any Transfer by Other Stockholders pursuant to this sentence shall be on terms that are substantially certificates evidencing the same (or more advantageous shares of Common Stock issued to the Transferring Other Stockholder) and for an equal or greater price, as Stockholder on the Transfer by date hereof shall contain a CityNet Holder giving rise to legend that references the restrictions set forth in this rightSection 7. The Board, in each case that a CityNet Holder Transfers Securities Stockholder agrees and consents to the entry of stop transfer instructions with approval the Company's transfer agent and registrar against the transfer of the Board pursuant to Stockholder's Company Securities, except in compliance with the restrictions contained in this Section 2.17. (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 notify each of prohibit the Other Stockholders Stockholder from disposing of such Transfer by a CityNet Holder during the twelve-month lockup periodshares of Common Stock.

Lockup. For Except with respect to Registrable Securities permitted to be registered in the Qualified Public Offering, each Holder agrees that, upon request by the underwriters managing the Qualified Public Offering of the Company’s securities, each Holder will enter into a customary lockup agreement with the underwriters under which such Holder (individually the “Lockup Shareholder”, and collectively, the “Lockup Shareholders”) shall agree, without the prior written consent of such underwriters, not to sell or otherwise transfer or dispose of any Ordinary Shares, Preferred Shares or Conversion Shares (other than those permitted to be included in the registration and other transfers to Affiliates permitted by law) for a period of twelve (12) months following time specified by such underwriters no greater than 180 days from the effective date hereof, except of the registration statement covering such Qualified Public Offering or the pricing date of such offering as otherwise agreed to may be requested by the vote of a majority underwriters (whichever is later), provided that each of the Boardother Shareholders holding at least one percent (1%) of the outstanding share capital of the Company signs a substantially identical lockup agreement and agrees to the same terms and conditions described in this Section 2.12. Notwithstanding the foregoing, no Stockholder (a) each Lockup Shareholder shall Transfer be released from the lockup to the extent that any Securitiesother Lockup Shareholders or any other Shareholders are released; and (b) each Lockup Shareholder may engage in private transfers of the securities to Affiliates, provided, however, provided that such Affiliates enter into the restriction same lockup agreement with such underwriters or agree in writing to be bound by the lockup agreements signed between the Lockup Shareholders and the underwriters. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Public Offering a lockup agreement containing substantially similar provisions as those contained in 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be 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 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 Board 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 period2.12.

Lockup. For a Each Holder agrees, in connection with any registration by the Company of its securities for sale to the 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 the underwriters managing any such offering, such Holder will agree in writing not to sell, make short sales of or otherwise dispose of any Registrable Securities (other than that included in the registration) without the prior consent of such underwriters for such period of twelve time as may be reasonably requested by the underwriters. The period of time that the lockup shall apply to the Holders shall not extend for more than ninety (1290) months days following the effective date hereof, except as otherwise agreed to by the vote of a majority of the Boardapplicable registration statement and shall commence on (a) if the Holders have or are offered the right to participate in such offering as provided or contemplated by Section 3 with the priority provided or contemplated by Section 4.1(a), no Stockholder shall Transfer any Securitiesthe date on which the preliminary prospectus is first distributed in connection with such offering, provided, howeverif the applicable registration statement is not declared effective within thirty (30) days after the commencement of such period, that the restriction contained in this Section 2.1 lockup shall not apply to from the end of such thirty (a30) those Transfers set forth on Schedule B, annexed heretoday period until the applicable registration statement is declared effective, 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 obligation on the part of the Boardotherwise, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of date on which the provisions of this Agreement, such decision to be made in the sole discretion of such partiesapplicable registration statement is declared effective. Notwithstanding anything in this Section 2.1 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 and which have a duration the same as that applicable to the Holders. In the event that the Board approves Company or the managing underwriter(s) shall release any Transfer such Lockup Persons from the requirements of Securities by a CityNet Holder during the twelve-month any such lockup described above, subject to the fiduciary duties of the Boardagreement, each Other Stockholder Selling Holder shall be permitted entitled 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 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 Board 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 periodcorresponding pro rata release from its lockup.

Lockup. For Each of the Holders hereby agrees, beginning 60 days (extended for any period during a period of twelve (12Suspension Notice during the first 60 days) months 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 hereofof 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 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 otherwise agreed to by the vote of a majority of Holders. Notwithstanding the Boardforegoing, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not apply to any Holder (aor transferee of any such Holder in accordance with Section 5.1 hereof) those Transfers set forth on Schedule Bwho does not, annexed heretotogether with its Affiliates, own or have the right to acquire or vote with respect to Common Shares consisting of, 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 obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contraryexchangeable upon disposition for, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described aboveaggregate, subject to the fiduciary duties more than four percent (4%) of the Board, each Other Stockholder shall be permitted to Transfer the equivalent percentage total combined voting power 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 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 Board 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 periodall Common Shares then outstanding.

Lockup. For a period of twelve (12) months following the date hereof, except as otherwise agreed to by the vote of a majority of the Board, no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in 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 2.12. 1. Nothing in this Section 2.1 shall create any obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be 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 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 Board 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.