BETWEENLease Agreement • March 31st, 1997 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
ACQUIROR STOCKHOLDER VOTING AGREEMENT (Baron)Voting Agreement • May 23rd, 2001 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Delaware
AMONGMerger Agreement • May 28th, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Execution Version SKYTERRA COMMUNICATIONS, INC. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 23, 2004, is by and among SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the "Company"),...Securities Purchase Agreement • December 27th, 2004 • Skyterra Communications Inc • Communications services, nec • New York
Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 22, 2005, is entered into by and between SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the "Company") and HUGHES NETWORK...Registration Rights Agreement • April 26th, 2005 • Skyterra Communications Inc • Communications services, nec • New York
Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION dated as of April 8, 1998Merger Agreement • April 30th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
RECITALSStockholders' Agreement • November 18th, 2004 • Skyterra Communications Inc • Communications services, nec • Delaware
OFLimited Partnership Agreement • November 18th, 2004 • Skyterra Communications Inc • Communications services, nec • Delaware
Exhibit 10.1 SEPARATION AGREEMENTSeparation Agreement • January 4th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
SERIES 1-A WARRANT to Purchase Common Stock ofWarrant Agreement • June 21st, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Delaware
Exhibit 2.1Purchase and Sale Agreement • October 29th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Pennsylvania
Execution Version SKYTERRA COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of December 23, 2004 by and among SKYTERRA COMMUNICATIONS, INC., a Delaware corporation (the "COMPANY"), and...Registration Rights Agreement • December 27th, 2004 • Skyterra Communications Inc • Communications services, nec • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made effective as of the 21st day of September, 1999 between RARE MEDIUM GROUP, INC. ("RMGI" or the "Company"), a Delaware corporation, with its principal offices at 565 Fifth Avenue, 29th Floor, New York, NY...Employment Agreement • February 24th, 2000 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.1Exchange Agreement • February 10th, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc. • Delaware
INVESTMENT AGREEMENTInvestment Agreement • April 4th, 2002 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
AMONGSecurities Purchase Agreement • June 21st, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc.
VOTING AGREEMENTVoting Agreement • March 31st, 2005 • Skyterra Communications Inc • Communications services, nec • New York
Exhibit 10.6 Employment Agreement - Glenn S. Meyers EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the 14th day of April 1998 between ICC TECHNOLOGIES, INC, a Delaware corporation (the Company") and Glenn S. Meyers, an individual (the...Employment Agreement • April 1st, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc. • New York
BY AND AMONGSecurities Purchase Agreement • September 3rd, 2003 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
4) 5 1.10 "Facility" shall mean the Miami Facility and the Leased Premises as defined in the Agreement of Purchase and Sale of Assets.License Agreement • November 14th, 1995 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
1 EXHIBIT 10.6 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is entered into this 30th day of June, 1995 by and between Engelhard/ICC, a partnership established and existing under the laws of the state of Pennsylvania, U.S.A., and...Memorandum of Understanding • November 14th, 1995 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 28th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
BACKGROUNDPartnership Agreement • April 1st, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc.
AMONGMerger Agreement • April 1st, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.4 THIS EMPLOYMENT AGREEMENT, dated as of May 23, 2002 between Rare Medium Group, Inc., a Delaware corporation (the "Company") and Jeffrey Leddy (the "Executive"). The Company wishes to employ the Executive, and the Executive wishes to...Employment Agreement • August 14th, 2002 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Exhibit 1.1 [Form of Underwriting Agreement]Underwriting Agreement • February 24th, 2000 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
BOX TECHNOLOGY LICENSE AGREEMENT BOX TECHNOLOGY LICENSE AGREEMENT (the "Agreement") dated as of February, 1998, by and between FRESH AIR SOLUTIONS, L.P., a limited partnership duly organized and existing under the laws of the Commonwealth of...Technology License Agreement • March 31st, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AGREEMENTMerger Agreement • August 28th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMONGRegistration Rights Agreement • January 4th, 2006 • Skyterra Communications Inc • Communications services, nec
Exhibit 10.7 Employment Agreement - John S. Gross EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the 13th day of May, 1998 between RARE MEDIUM, INC; a New York corporation with its principal offices at 44 West 18th Street, 6th Floor, New York,...Employment Agreement • April 1st, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.23 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the 29TH day of January, 1999 between ICC TECHNOLOGIES, INC. ("ICC"), a Delaware corporation, RARE MEDIUM, INC. (the "Company"), a New York corporation with its principal offices at...Employment Agreement • April 30th, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
BETWEENStock Purchase Agreement • September 3rd, 2003 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Georgia
Exhibit 99.6 CREDIT AGREEMENT Dated as of April 22, 2005,Credit Agreement • April 26th, 2005 • Skyterra Communications Inc • Communications services, nec • New York
November 10, 2005 SkyTerra Holdings, Inc. 19 West 44th Street, Suite 507 New York, New York 10036 Attention: Jeffrey Leddy Commitment Letter ----------------- Reference is made to that certain Membership Interest Purchase Agreement dated as of the...Commitment Letter • November 14th, 2005 • Skyterra Communications Inc • Communications services, nec
Reference is made to that certain Membership Interest Purchase Agreement dated as of the date hereof (the "Purchase Agreement"), by and among DTV Network Systems, Inc., a Delaware corporation ("Seller"), SkyTerra Holdings, Inc., a Delaware corporation ("SkyTerra Holdings"), and the other persons signatory thereto. Capitalized terms used in this Commitment Letter (including Exhibit A) and not defined herein shall have meanings ascribed to such terms in the Purchase Agreement.
Exhibit 3 ACQUIROR STOCKHOLDER VOTING AGREEMENT (HUGHES ELECTRONICS CORPORATION) THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of May 14, 2001 by and between Rare Medium Group, Inc., a Delaware corporation (the "Company"), and the...Voting Agreement • May 23rd, 2001 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Delaware
