Standard Contracts
BETWEENLease Agreement • March 31st, 1997 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Contract Type FiledMarch 31st, 1997 Company Industry
ACQUIROR STOCKHOLDER VOTING AGREEMENT (Baron)Voting Agreement • May 23rd, 2001 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledMay 23rd, 2001 Company Industry Jurisdiction
AMONGMerger Agreement • May 28th, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledMay 28th, 1999 Company Industry Jurisdiction
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
Contract Type FiledDecember 27th, 2004 Company Industry Jurisdiction
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
Contract Type FiledApril 26th, 2005 Company Industry Jurisdiction
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
Contract Type FiledApril 30th, 1998 Company Industry Jurisdiction
RECITALSStockholders' Agreement • November 18th, 2004 • Skyterra Communications Inc • Communications services, nec • Delaware
Contract Type FiledNovember 18th, 2004 Company Industry Jurisdiction
OFLimited Partnership Agreement • November 18th, 2004 • Skyterra Communications Inc • Communications services, nec • Delaware
Contract Type FiledNovember 18th, 2004 Company Industry Jurisdiction
Exhibit 10.1 SEPARATION AGREEMENTSeparation Agreement • January 4th, 2006 • Skyterra Communications Inc • Communications services, nec • New York
Contract Type FiledJanuary 4th, 2006 Company Industry Jurisdiction
SERIES 1-A WARRANT to Purchase Common Stock ofWarrant Agreement • June 21st, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledJune 21st, 1999 Company Industry Jurisdiction
Exhibit 2.1Purchase and Sale Agreement • October 29th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Pennsylvania
Contract Type FiledOctober 29th, 1998 Company Industry Jurisdiction
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
Contract Type FiledDecember 27th, 2004 Company Industry Jurisdiction
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
Contract Type FiledFebruary 24th, 2000 Company Industry Jurisdiction
Exhibit 10.1Exchange Agreement • February 10th, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledFebruary 10th, 1999 Company Industry Jurisdiction
INVESTMENT AGREEMENTInvestment Agreement • April 4th, 2002 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledApril 4th, 2002 Company Industry Jurisdiction
AMONGSecurities Purchase Agreement • June 21st, 1999 • Rare Medium Group Inc • Services-computer programming, data processing, etc.
Contract Type FiledJune 21st, 1999 Company Industry
VOTING AGREEMENTVoting Agreement • March 31st, 2005 • Skyterra Communications Inc • Communications services, nec • New York
Contract Type FiledMarch 31st, 2005 Company Industry Jurisdiction
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
Contract Type FiledApril 1st, 1999 Company Industry Jurisdiction
BY AND AMONGSecurities Purchase Agreement • September 3rd, 2003 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledSeptember 3rd, 2003 Company Industry Jurisdiction
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
Contract Type FiledNovember 14th, 1995 Company Industry Jurisdiction
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
Contract Type FiledNovember 14th, 1995 Company Industry
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 28th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Contract Type FiledAugust 28th, 1998 Company Industry Jurisdiction
BACKGROUNDPartnership Agreement • April 1st, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc.
Contract Type FiledApril 1st, 1999 Company Industry
AMONGMerger Agreement • April 1st, 1999 • Icc Technologies Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledApril 1st, 1999 Company Industry Jurisdiction
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
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
Exhibit 1.1 [Form of Underwriting Agreement]Underwriting Agreement • February 24th, 2000 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledFebruary 24th, 2000 Company Industry Jurisdiction
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
Contract Type FiledMarch 31st, 1998 Company Industry Jurisdiction
AGREEMENTMerger Agreement • August 28th, 1998 • Icc Technologies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Contract Type FiledAugust 28th, 1998 Company Industry Jurisdiction
AMONGRegistration Rights Agreement • January 4th, 2006 • Skyterra Communications Inc • Communications services, nec
Contract Type FiledJanuary 4th, 2006 Company Industry
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
Contract Type FiledApril 1st, 1999 Company Industry Jurisdiction
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
Contract Type FiledApril 30th, 1999 Company Industry Jurisdiction
BETWEENStock Purchase Agreement • September 3rd, 2003 • Rare Medium Group Inc • Services-computer programming, data processing, etc. • Georgia
Contract Type FiledSeptember 3rd, 2003 Company Industry Jurisdiction
Exhibit 99.6 CREDIT AGREEMENT Dated as of April 22, 2005,Credit Agreement • April 26th, 2005 • Skyterra Communications Inc • Communications services, nec • New York
Contract Type FiledApril 26th, 2005 Company Industry Jurisdiction
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
Contract Type FiledNovember 14th, 2005 Company IndustryReference 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
Contract Type FiledMay 23rd, 2001 Company Industry Jurisdiction