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This excerpt taken from the DTV 8-K filed Apr 28, 2005. 3.2 Participation in
Drag-Along Transaction. In
the event that all of the DTVG Investors then own a Percentage Interest in the
LLC at least equal to the Percentage Interest then owned by all of the SkyTerra
Investors, a representative of the DTVG Investors shall be included in all
material negotiations regarding the proposed Drag-Along Transaction, and shall
be permitted to participate in all material facets of the transaction, but in
such negotiations the DTVG Investors shall cooperate with the SkyTerra
Investors in connection with the proposed Drag-Along Transaction. If the DTVG Investors do not participate in
the material negotiations or other material facets of the transaction, the DTVG
Investors shall be entitled to receive copies of the proposed definitive
transaction documents at
least five (5) business days prior to the proposed approval and execution of the Drag-Along Transaction. After such five (5) business day period, all of the Investors shall, (i) vote all of their equity interests of the Company represented by the Investor’s LLC Interest in favor of the Drag-Along Transaction, and (ii) to the extent applicable, instruct the DTVG Board Members to vote in favor of any reasonable action deemed necessary to consummate the Drag-Along Transaction and enter into a definitive agreement to sell, transfer and deliver, or cause to be sold transferred and delivered, to the Unaffiliated Buyer, all of its LLC Interests in the Drag-Along Transaction.
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