Exhibit 10.59 MOTIENT CORPORATION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 9, 2005 by and among MOTIENT CORPORATION, a Delaware corporation, (the "Company"), the Telcom Stockholders...Registration Rights Agreement • February 14th, 2005 • Motient Corp • Communications services, nec • Delaware
RECITALSEmployment Agreement • March 30th, 2006 • Motient Corp • Communications services, nec
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
October 12, 2001 Rare Medium Group, Inc. 28 West 23rd Street New York, New York 10010 Attention: General Counsel RE: Note Purchase Agreement Ladies and Gentlemen: Reference is hereby made to the Note Purchase Agreement between Motient Corporation (the...Note Purchase Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • Delaware
Reference is hereby made to the Note Purchase Agreement between Motient Corporation (the "Company") and Rare Medium Group, Inc. (the "Purchaser"), dated as of April 2, 2001, as amended by letter agreements, dated October 1, 2001 and October 8, 2001, pursuant to which the Maturity Date was extended as provided therein (as so amended, the "Note Purchase Agreement"). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Note Purchase Agreement.
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
AGREEMENTExecutive Employment Agreement • March 28th, 1997 • American Mobile Satellite Corp • Communications services, nec • Virginia
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...Common Stock Purchase Warrant • February 14th, 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
EXHIBIT 10.48 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • November 15th, 2004 • Motient Corp • Communications services, nec • Delaware
CONFIDENTIALSeparation Agreement • March 22nd, 2004 • Motient Corp • Communications services, nec
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
Exhibit 4.5 AMERICAN MOBILE SATELLITE CORPORATION ============================= =================================================== NONQUALIFIED STOCK OPTION LETTER AGREEMENT TO: __________________ Option No. ________ We are pleased to inform you...Nonqualified Stock Option Agreement • October 12th, 1999 • American Mobile Satellite Corp • Communications services, nec
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
Recitals Parties: A. The Parties to this Agreement are:Settlement Agreement • May 8th, 2002 • Motient Corp • Communications services, nec • New York
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PLEDGORPledge Agreement • March 22nd, 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 10.38 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
October 8, 2001 Rare Medium Group, Inc. 565 Fifth Avenue 29th Floor New York, NY 10017 Attention: General Counsel RE: Letter Agreement Ladies and Gentlemen: Reference is hereby made to the letter agreement dated October 1, 2001 by and among Motient...Letter Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • Delaware
Reference is hereby made to the letter agreement dated October 1, 2001 by and among Motient Corporation ("Acquiror"), MR Acquisition Corp. ("Merger Sub") and Rare Medium Group, Inc. (the "Company," which, along with Acquiror and Merger Sub, is sometimes hereinafter referred to collectively as the "Parties") (the "Letter Agreement").
1 EXHIBIT 99.1 SHAREHOLDERS AGREEMENTShareholders Agreement • July 9th, 1999 • American Mobile Satellite Corp • Communications services, nec • Delaware
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
RECITALSSublease Agreement • March 29th, 2002 • Motient Corp • Communications services, nec • Virginia
RECITALSStockholders' Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • Delaware
amongRevolving Credit Agreement • May 15th, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
EXHIBIT 10.55 AMENDED AND RESTATED INVESTMENT AGREEMENT by and among MOTIENT CORPORATION, MOBILE SATELLITE VENTURES LLC, TMI COMMUNICATIONS AND COMPANY, LIMITED PARTNERSHIPInvestment Agreement • November 14th, 2001 • Motient Corp • Communications services, nec • New York
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
VOTING AGREEMENTVoting Agreement • February 14th, 2005 • Motient Corp • Communications services, nec • New York
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
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
EXHIBIT 10.42 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH...Warrant Agreement • August 16th, 2004 • Motient Corp • Communications services, nec
FIFTH AMENDMENT TO TERM AGREEMENT THIS FIFTH AMENDMENT TO TERM LOAN AGREEMENT ("Amendment") dated as of December 19th, 1997, by and between AMSC SUBSIDIARY CORPORATION, a Delaware corporation ("Borrower"), with offices at 10802 Parkridge Boulevard,...Term Loan Agreement • March 31st, 1998 • American Mobile Satellite Corp • Communications services, nec • New York
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
INTRODUCTION ------------Purchase Agreement • August 21st, 2006 • Motient Corp • Communications services, nec • New York
EXHIBIT 10.44 MOTIENT CORPORATION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of November 12, 2004 by and among MOTIENT CORPORATION, a Delaware corporation, (the "COMPANY"), and each investor listed...Registration Rights Agreement • November 15th, 2004 • Motient Corp • Communications services, nec • New York
