EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 1, 2002, by and among Motient Corporation, a Delaware corporation (the "Company"), Prospect Street High Income Portfolio...Registration Rights Agreement • May 8th, 2002 • Motient Corp • Communications services, nec • Delaware
RECITALSEmployment Agreement • March 30th, 2006 • Motient Corp • Communications services, nec
AGREEMENTAgreement • March 28th, 1997 • American Mobile Satellite Corp • Communications services, nec • Virginia
COMPANY STOCKHOLDER VOTING AGREEMENT (APOLLO INVESTMENT FUND IV, L.P.) THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of May 14, 2001 by and between Motient Corporation, a Delaware corporation ("Acquiror"), and the undersigned...Voting Agreement • May 24th, 2001 • Motient Corp • Communications services, nec • Delaware
Exhibit 10.64a -------------- PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 30, 1997, made by American Mobile Satellite Corporation, a Delaware corporation (the "Pledgor"), to Hughes Communications Satellite Services, Inc., a California...Pledge Agreement • March 31st, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
1 EXHIBIT 10.120Revolving Credit Agreement • June 26th, 2001 • Motient Corp • Communications services, nec • New York
1 EXHIBIT 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 14, 2001, by and among Motient Corporation, a Delaware corporation (the "Company"), Apollo...Registration Rights Agreement • June 26th, 2001 • Motient Corp • Communications services, nec • Delaware
RECITALSStockholders' Agreement • May 11th, 2005 • Motient Corp • Communications services, nec • Delaware
EXHIBIT 10.44 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 14th, 2000 • Motient Corp • Communications services, nec • Delaware
1 EXHIBIT 99.1 SHAREHOLDERS AGREEMENTShareholders Agreement • July 9th, 1999 • American Mobile Satellite Corp • Communications services, nec • Delaware
Recitals Parties: A. The Parties to this Agreement are:Settlement Agreement • May 8th, 2002 • Motient Corp • Communications services, nec • New York
EXHIBIT 10.45 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON...Motient Corp • November 15th, 2004 • Communications services, nec • Delaware
1 EXHIBIT 1 7,000,000 SHARES OF COMMON STOCK AMERICAN MOBILE SATELLITE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 1999 • American Mobile Satellite Corp • Communications services, nec • New York
EXHIBIT 10.65 ------------- STOCK PURCHASE AGREEMENT FOR THE ACQUISITION OF MOTOROLA ARDIS ACQUISITION, INC.Stock Purchase Agreement • March 31st, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
betweenWarrant Agreement • May 1st, 2002 • Motient Corp • Communications services, nec • Delaware
EXHIBIT 3 JUNIOR SUBORDINATED SECURED EXCHANGEABLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE...Note Purchase Agreement • October 18th, 1999 • American Mobile Satellite Corp • Communications services, nec • New York
EXHIBIT 10.45 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of June 29, 2000, by and among MOTIENT CORPORATION, a Delaware corporation (the "Company"), each stockholder signatory hereto (the "Investors") and...Registration Rights Agreement • August 14th, 2000 • Motient Corp • Communications services, nec • Virginia
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PLEDGORPledge Agreement • March 22nd, 2004 • Motient Corp • Communications services, nec • New York
February 9, 2005 MOTIENT CORPORATION COMMON STOCK PURCHASE WARRANT Void after February 9, 2010 This Warrant (the "Warrant") entitles ________________ (including any successors or assigns, the "Holder"), for value received, to purchase from motient...Motient Corp • February 14th, 2005 • Communications services, nec • Delaware
Exhibit 10.6 MOTIENT CORPORATION STOCK AWARD PLAN As Amended and Restated To Be Effective May 23, 2000 1. Definitions In this Plan, except where the context otherwise indicates, the following definitions apply: A. "Agreement" means a written agreement...Motient Corp • March 29th, 2002 • Communications services, nec
EXHIBIT 10.38 MOTIENT CORPORATION COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of April 7, 2004 and is by and among (i) MOTIENT CORPORATION, a Delaware corporation, with its principal office at...Common Stock Purchase Agreement • April 26th, 2004 • Motient Corp • Communications services, nec • New York
Motient Corporation 10802 Parkridge Boulevard Reston, VA 20191-5416 MOTIENT CORPORATION STOCK AWARD PLAN Restricted Stock Agreement Notice of GrantRestricted Stock Agreement • August 27th, 2001 • Motient Corp • Communications services, nec
Exhibit 10.1 MOTIENT CORPORATION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of April 15, 2005 and is by and among MOTIENT CORPORATION, a Delaware corporation, with its principal office at 300...Securities Purchase Agreement • April 18th, 2005 • Motient Corp • Communications services, nec • New York
EXHIBIT 10.26 FIRST AMENDMENT TO SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this "Amendment"), is made as of January 30, 2003, by and between M&E Advisors L.L.C., as collateral agent for the Secured Parties (in such capacity,...Security Agreement • March 22nd, 2004 • Motient Corp • Communications services, nec
STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of April 3, 2001 is between Motient Corporation, a Delaware corporation (the "Company" or "Pledgor"), and Rare Medium Group, Inc., a Delaware corporation (together with...Stock Pledge Agreement • April 11th, 2001 • Motient Corp • Communications services, nec • New York
INTRODUCTION ------------Purchase Agreement • August 21st, 2006 • Motient Corp • Communications services, nec • New York
RECITALSSublease Agreement • March 29th, 2002 • Motient Corp • Communications services, nec • Virginia
VOTING AGREEMENTVoting Agreement • February 14th, 2005 • Motient Corp • Communications services, nec • New York
EXHIBIT 10.43 MOTIENT CORPORATION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is dated as of November 12, 2004 and is by and among MOTIENT CORPORATION, a Delaware corporation, with its principal office at 300...Securities Purchase Agreement • November 15th, 2004 • Motient Corp • Communications services, nec • New York
19,000,000.00 May 1, 2002 FOR VALUE RECEIVED, MVH HOLDINGS INC., a Delaware corporation ("Borrower") hereby promises to pay to the order of, RARE MEDIUM GROUP, INC. (together with any and all of its successors and assigns and/or any other holder of...Investment Agreement • May 8th, 2002 • Motient Corp • Communications services, nec
amongRevolving Credit Agreement • May 15th, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
INTRODUCTION ------------Purchase Agreement • May 11th, 2005 • Motient Corp • Communications services, nec • New York
THIRD AMENDMENT TO TERM LOAN AGREEMENT THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT ("Amendment") dated as of November 7, 1995, by and between AMSC SUBSIDIARY CORPORATION, a Delaware corporation ("Borrower"), with offices at 10802 Parkridge Boulevard,...Term Loan Agreement • November 14th, 1996 • American Mobile Satellite Corp • Communications services, nec
1 EXHIBIT 99.2 XM SATELLITE RADIO HOLDINGS INC. ----------------------------- REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • July 9th, 1999 • American Mobile Satellite Corp • Communications services, nec • New York
EXHIBIT 10.48 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • November 15th, 2004 • Motient Corp • Communications services, nec • Delaware
