Exhibit 2.1
NOTE EXCHANGE AND CONVERSION AGREEMENT
This NOTE EXCHANGE AND CONVERSION AGREEMENT (this "Note Exchange and
Conversion Agreement"), dated as of November 12, 2004, is entered into by and
among MOBILE SATELLITE VENTURES LP, a Delaware limited partnership ("MSV LP"),
its general partner, MOBILE SATELLITE VENTURES GP Inc., a Delaware corporation
("General Partner"), the holders of convertible notes listed on Schedule I
hereto (each individually, a "Convertible Noteholder," and collectively, the
"Convertible Noteholders"), and MOTIENT VENTURES HOLDING INC., a Delaware
corporation ("Motient," and together with the Convertible Noteholders, the
"Noteholders").
RECITALS
WHEREAS, MSV LP and General Partner, intend to enter into a purchase
agreement (the "Purchase Agreement") with Motient, pursuant to which Motient
will make an equity investment in MSV LP and General Partner (the "Equity
Investments");
WHEREAS, prior to the date hereof Motient Services Inc. ("MSI")
assigned all of its right, title and interest in and under that certain
promissory note, dated as of November 26, 2001, as amended on August 21, 2003
and April 2, 2004, issued by MSV LP to MSI in the principal amount of
$15,000,000 (the "Motient Promissory Note") to Motient;
WHEREAS, prior to the date hereof Motient Corporation assigned all of
its right, title and interest in and under that certain convertible note,
dated as of August 12, 2002, as amended on August 21, 2003, issued by MSV LP
to Motient Corporation in the principal amount of $957,227.69 to Motient;
WHEREAS, in connection with the transactions contemplated by the
Purchase Agreement, General Partner's Board of Directors has determined that
it is in the best interests of MSV LP, the limited partners of MSV LP and the
Noteholders, and the Noteholders have agreed, to convert the Convertible Notes
into, and exchange the Motient Promissory Note for, units of limited
partnership interest of MSV LP and shares of common stock, par value $0.01 per
share, of General Partner ("GP Shares") (such exchange and conversion, the
"Note Exchange"); and
WHEREAS, in connection with the Note Exchange, the Noteholders will
become limited partners of MSV LP, entitled to all of the rights and
privileges specified in the Partnership Agreement (as defined below).
NOW, THEREFORE, in consideration of the agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties to this Note Exchange and Conversion
Agreement hereby agree as follows:
ARTICLE I Defined Terms
Section 1.01. Definitions. The terms defined in this Article I shall,
for the purposes of this Note Exchange and Conversion Agreement, have the
meanings herein specified.
"Affiliate" means any person or entity that directly or indirectly
controls, is controlled by, or is under common control with, the specified
person or entity. As used in this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through
ownership of voting securities, by contract or otherwise.
"Board" means General Partner's Board of Directors.
"Class A Preferred Unit" means a unit of limited partnership interest
in MSV LP with the rights and privileges specified in the Partnership
Agreement for Class A Preferred Units.
"Closing" means the consummation of the transactions contemplated by
this Agreement.
"Closing Date" means the date of the Closing.
"Common Unit" means a unit of limited partnership interest in MSV LP
with the rights and privileges specified in the Partnership Agreement for
Common Units.
"Control Party" means, with respect to any Noteholder, (i) an
Affiliate that has direct or indirect majority voting control of such
Noteholder, or (ii) an Affiliate that has a majority of its voting interests
held, directly or indirectly, by a Noteholder or by persons or entities that
have direct or indirect voting control of such Noteholder.
"Convertible Note" means any Convertible Note issued by MSV LP to a
Convertible Noteholder on (i) November 26, 2001, as amended on August 21, 2003
and April 2, 2004, totaling $55,000,000 in original principal amount, and (ii)
August 12, 2002, as amended on August 21, 2003 and April 2, 2004, totaling
$3,000,000 in original principal amount.
"Convertible Noteholder" and "Convertible Noteholders" has the
meaning given to such terms in the Preamble.
"Equity Investments" has the meaning given to such term in the
Recitals.
"Exchange/Conversion Price" means $29.45.
"General Partner" has the meaning given to such term in the Preamble.
"GP Shares" has the meaning given to such term in the Recitals.
"Investor" has the meaning given to such term in the Recitals.
"Motient" has the meaning given to such term in the Preamble.
"Motient Promissory Note" has the meaning given to such term in the
Recitals.
"MSV LP" has the meaning given to such term in the Preamble.
"Note Exchange" has the meaning given to such term in the Recitals.
"Note Exchange and Conversion Agreement" has the meaning given to
such term in the Preamble.
"Noteholders" has the meaning given to such term in the Preamble.
"Partnership Agreement" means that certain Limited Partnership
Agreement of MSV LP, dated as of November 26, 2001, as amended from time to
time, including on August 21, 2003 and April 2, 2004, by and among General
Partner and the limited partners named therein.
"Purchase Agreement" has the meaning given to such term in the
Recitals.
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Stockholders' Agreement" means that certain Stockholders' Agreement,
dated as of November 26, 2001 and amended from time to time, by and among
General Partner and each stockholder named therein.
"Units" means, collectively, the Common Units and the Class A
Preferred Units.
Article II Note Exchange and Conversion
Section 2.01. Exchange of the Motient Promissory Note.
(a) Pursuant to the terms and subject to the conditions set forth in
this Note Exchange and Conversion Agreement, on the Closing Date all of the
outstanding principal and accrued interest under the Motient Promissory Note
through October 31, 2004 (which is shown on Schedule I hereto), will be
exchanged for (i) a number of Common Units equal to the number determined by
dividing the entire outstanding principal amount and accrued interest owing on
the Motient Promissory Note through October 31, 2004 by the
Exchange/Conversion Price, and (ii) such number of GP Shares as shall be
necessary to ensure that Motient's pro rata ownership interest in General
Partner is directly proportionate to its ownership interest in MSV LP after
giving effect to the issuance of the Common Units as provided in clause (i)
above. A portion of the aggregate amount of the Motient Promissory Note
exchanged pursuant to the foregoing shall be deemed to be consideration for
the GP Shares issued pursuant to clause (ii) above, in an amount equal to the
number of GP Shares issued times $.01 per share. All accrued interest owing on
the Motient Promissory Note for the period November 1, 2004 to the Closing
Date shall be paid by MSV LP in cash on the Closing Date.
(b) Motient shall deliver the original Motient Promissory Note to MSV
LP for cancellation in exchange for certificates evidencing the number of
Common Units and GP Shares to which Motient is entitled. The number of such
Common Units and GP Shares to which Motient is entitled in respect of the
Motient Promissory Note is set forth on Schedule I hereto. Motient agrees to
pay, from its own account, any transfer or similar tax levied or payable in
connection with such exchange.
(c) Following the exchange of the Motient Promissory Note, Motient
shall be admitted as a limited partner of MSV LP and shall become a party to
the Stockholders' Agreement.
(d) All of MSV LP's payment obligations in respect of the Motient
Promissory Note shall be deemed fully satisfied upon the exchange of the
Motient Promissory Note and payment of the accrued interest through the
Closing Date as provided herein, and Motient acknowledges that it shall cease
to have any rights with respect to the Motient Promissory Note or any claims
or rights of action with respect thereto, except the right to receive (i)
Common Units, (ii) GP Shares, and (iii) cash in respect of the accrued
interest through the Closing Date as provided herein.
Section 2.02. Conversion of the Principal and Exchange of Accrued
Interest under the Convertible Notes.
(a) Pursuant to the terms and subject to the conditions set forth in
this Note Exchange and Conversion Agreement, on the Closing Date all of the
outstanding principal amount of each Convertible Note (which is shown on
Schedule I hereto), will be converted into a number of Class A Preferred Units
equal to the number determined by dividing the total outstanding principal
amount of such Convertible Note by $6.4465405156.
(b) Pursuant to the terms and subject to the conditions set forth in
this Note Exchange and Conversion Agreement, on the Closing Date the
outstanding accrued interest through October 31, 2004 under each Convertible
Note marked with an asterisk on Schedule I hereto will be exchanged for (i) a
number of Class A Preferred Units equal to the number determined by dividing
the total amount of accrued interest owing on such Convertible Note through
October 31, 2004 by the Exchange/Conversion Price, and (ii) such number of GP
Shares as shall be necessary to ensure that such Convertible Noteholders' pro
rata ownership interest in General Partner is directly proportionate to its
ownership interest in MSV LP after giving effect to the issuance of the Class
A Preferred Units as provided in clause (i) above. A portion of such exchanged
amount shall be deemed to be consideration for the GP Shares issued pursuant
to clause (ii) above, in an amount equal to the number of GP Shares issued
times $.01 per share. All accrued interest owing on the Convertible Notes
marked with an asterisk on Schedule I hereto for the period November 1, 2004
to the Closing Date shall be paid by MSV LP in cash on the Closing Date, and
all accrued interest owing on all other Convertible Notes through the Closing
Date shall be paid by MSV LP in cash on the Closing Date.
(c) Each Convertible Noteholder shall deliver its original
Convertible Note to MSV LP for cancellation in exchange for certificates
evidencing the number of Class A Preferred Units and, to the extent
applicable, GP Shares to which such Convertible Noteholder is entitled. The
number of such Class A Preferred Units and GP Shares, if any, to which each
Convertible Noteholder is entitled is set forth on Schedule I hereto. Each
Convertible Noteholder agrees to pay, from its own account, any transfer or
similar tax levied or payable in connection with such conversion.
(d) Following the conversion of the principal and, if applicable,
exchange of accrued interest, under the Convertible Notes, each Convertible
Noteholder shall be admitted as a limited partner of MSV LP and shall become a
party to the Stockholders' Agreement.
(e) The conversion of the principal and, if applicable, exchange of
accrued interest under, the Convertible Notes and the payment of cash for
accrued interest through the Closing Date, as provided in this Note Exchange
and Conversion Agreement shall satisfy all of MSV LP's payment obligations in
respect of the Convertible Notes and each Convertible Noteholder acknowledges
that it shall cease to have any rights with respect to the Convertible Notes
or any claims or rights of action with respect thereto, except the right to
receive (i) Class A Preferred Units, (ii) GP Shares, if applicable, and (iii)
cash in respect of the accrued interest through the Closing Date as provided
herein.
ARTICLE III Representations and Warranties
Section 3.01. Representations and Warranties of the Noteholders. Each
Noteholder hereby represents and warrants to MSV LP and General Partner that,
as of the date of this Note Exchange and Conversion Agreement:
(a) It has the requisite power and authority to enter into and
perform its obligations under this Note Exchange and Conversion Agreement;
this Note Exchange and Conversion Agreement has been duly executed and
delivered by it; and this Note Exchange and Conversion Agreement constitutes
its valid and legally binding obligation, enforceable against it in accordance
with and subject to its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights and general
principles of equity;
(b) Its performance of this Note Exchange and Conversion Agreement
will not require it to obtain the consent, waiver or approval of any person,
and will not violate, result in a breach of or constitute a default under any
statute, regulation, agreement, judgment, consent, decree or restriction by
which it is bound;
(c) It has obtained advice from its tax adviser as to, and
understands, the tax consequences of the Note Exchange and acknowledges that
it has not received or relied on tax advice from MSV LP, General Partner, or
any of their tax advisers in respect of the Note Exchange or the transactions
contemplated by this Note Exchange and Conversion Agreement;
(d) It is a sophisticated institutional investor and has sufficient
knowledge and experience in investing in private equity transactions and
early-stage companies in the communications and/or satellite services industry
so that it is capable of properly evaluating the risks and merits of its
investment in General Partner and MSV LP. Such Noteholder is able to bear the
substantial risks associated with its investment in General Partner and MSV
LP, including but not limited to loss of such Noteholder's entire investment;
(e) It is acquiring the Units and GP Shares for such Noteholder's own
account for investment purposes only, and not with a view to any distribution
of the Units or GP Shares in any manner that would violate the securities laws
of the United States or any other jurisdiction;
(f) It represents that by reason of its, or of its management's,
business or financial experience, such Noteholder has the capacity to protect
its own interests in connection with the transactions contemplated in this
Note Exchange and Conversion Agreement;
(g) It represents that it is an "accredited investor" within the
meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act;
(h) It has (i) had the opportunity to ask questions of and receive
answers from General Partner, MSV LP and its management directly regarding
General Partner and MSV LP's business, management and financial affairs and
the terms and conditions of the Note Exchange, (ii) had the opportunity to
review General Partner and MSV LP's operations and facilities, and (iii)
conducted and completed its own independent due diligence with respect to its
investment in General Partner and MSV LP;
(i) It acknowledges and agrees that neither the Units nor the GP
Shares have been registered under the Securities Act and must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available. Such Noteholder
understands that there is no present intention of registering any Units or GP
Shares. Such Noteholder has been advised or is aware of the provisions of Rule
144 under the Securities Act as in effect from time to time;
(j) In the case of Motient,
(i) It is the legal owner of the Motient Promissory Note and it
has not otherwise sold, pledged, assigned, transferred,
hypothecated or otherwise encumbered, in whole or in part,
any of its interest in the Motient Promissory Note, and
(ii) The total amount of outstanding principal and accrued
interest under the Motient Promissory Note set forth on
Schedule I hereto is a complete and accurate disclosure of
all MSV LP's obligations under the Motient Promissory Note
as of October 31, 2004; and
(k) In the case of each Convertible Noteholder,
(i) It is the legal owner of its Convertible Note and it has
not otherwise sold, pledged, assigned, transferred,
hypothecated or otherwise encumbered, in whole or in part,
any of its interest in its Convertible Note, and
(ii) The total amount of outstanding principal and accrued
interest under its Convertible Note set forth on Schedule I
hereto is a complete and accurate disclosure of all MSV
LP's obligations under its Convertible Note as of October
31, 2004.
Section 3.02. Representations and Warranties of MSV LP and General
Partner. MSV LP and General Partner hereby jointly and severally represent and
warrant to the Noteholders that, as of the date of this Note Exchange and
Conversion Agreement:
(a) It has the requisite power and authority to enter into and
perform its obligations under this Note Exchange and Conversion Agreement;
this Note Exchange and Conversion Agreement has been duly executed and
delivered by it; and this Note Exchange and Conversion Agreement constitutes
its valid and legally binding obligation, enforceable against it in accordance
with and subject to its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights and general
principles of equity; and
(b) Its performance of this Note Exchange and Conversion Agreement
will not require it to obtain the consent, waiver or approval of any person
and will not violate, result in a breach of or constitute a default under any
statute, regulation, agreement, judgment, consent, decree or restriction by
which it is bound.
Section 3.03. Covenants. Each party named below covenants to MSV LP
and General Partner that:
(a) Each of the Noteholders will use its commercially reasonable
efforts to take, or cause to be taken, all actions and do, or cause to be
done, all things necessary, proper and appropriate to consummate the
transactions contemplated by this Note Exchange and Conversion Agreement,
pursuant to the terms and subject to the conditions set forth herein,
including, without limitation, the execution or provision of additional
documents or agreements which may be necessary or desirable to confirm the
foregoing upon the sole discretion of General Partner;
(b) In the case of Motient, it will not, nor will it allow any
Control Party to, sell, pledge, assign, transfer, hypothecate or otherwise
encumber, in whole or in part, any of its interest in the Motient Promissory
Note prior to the consummation of the Note Exchange other than as set forth in
this Note Exchange and Conversion Agreement; and
(c) In the case of each Convertible Noteholder, it will not, nor will
it allow any Control Party to, sell, pledge, assign, transfer, hypothecate or
otherwise encumber, in whole or in part, any of its interest in the
Convertible Note held by such Convertible Noteholder prior to the consummation
of the Note Exchange other than as set forth in this Note Exchange and
Conversion Agreement.
ARTICLE IV Conditions Precedent to the Note Exchange
The consummation of the Note Exchange is subject to the prior
fulfillment or waiver as of the date of the Note Exchange of the following
conditions:
Section 4.01. Purchase Agreement. The Purchase Agreement shall have
been entered into by each party thereto and shall be in full force and effect,
and all conditions precedent to the closing of the Equity Investments
contained in Articles V and VI the Purchase Agreement (unless such condition
expressly relates to the closing date of the Equity Investments or the
consummation of the Note Exchange) shall have been satisfied or waived in
accordance with their terms.
Section 4.02. Board Consent. The Board shall have taken all
corporate, legal, tax and regulatory actions it deems advisable or necessary
to authorize the Note Exchange and the other transactions contemplated
thereby.
Section 4.03. Governmental Authority. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or enforced by any United States court or United States
governmental authority which prohibits, restrains, enjoins or restricts the
consummation of the Note Exchange.
Section 4.04. Representations and Warranties. The representations and
warranties contained in this Note Exchange and Conversion Agreement shall
continue to be true and correct in all material respects.
ARTICLE V Waiver
Section 5.01. Wavier by Convertible Noteholders. By executing this
Exchange and Conversion Agreement, each Convertible Noteholder hereby waives
the requirements of paragraph 10 of its Convertible Note relating to a
Reduction Event (as such term is defined in such Convertible Note) and hereby
acknowledges and agrees that the terms and provisions of this Exchange and
Conversion Agreement shall govern the payment of the Convertible Notes.
Section 5.02. Wavier by Motient. By executing this Exchange and
Conversion Agreement, Motient hereby waives the requirements of paragraph 10
of the Motient Promissory Note relating to a Reduction Event (as such term is
defined in the Motient Promissory Note) and hereby acknowledges and agrees
that the terms and provisions of this Exchange and Conversion Agreement shall
govern the payment of the Motient Promissory Note.
ARTICLE VI Additional Provisions
Section 6.01. Survival. The representations, warranties, covenants
and agreements made herein shall survive the closing of the transactions
contemplated hereby.
Section 6.02. Governing Law. This Agreement shall be governed in all
respects by the law of the State of New York as such law is applied to
agreements between New York residents entered into and performed entirely in
the State of New York, without regard to the conflict of laws provisions
thereof.
Section 6.03. Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto and shall inure to the benefit of and be enforceable by
each person who shall be a holder of Units or GP Shares from time to time.
Nothing in this Note Exchange and Conversion Agreement, express or implied, is
intended to confer upon any other party (other than the parties to this Note
Exchange and Conversion Agreement or their respective successors and assigns)
any rights, remedies, obligations or liabilities under or by reason of this
Note Exchange and Conversion Agreement, except as expressly provided in this
Note Exchange and Conversion Agreement.
Section 6.04. Severability. In case any provision of this Note
Exchange and Conversion Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby; provided, that no such
severability shall be effective if it materially and adversely affects the
economic benefit of this Note Exchange and Conversion Agreement to any party.
Section 6.05. Expenses. Each party shall pay all costs and expenses
that it incurs with respect to the negotiation, execution, delivery and
performance of this Note Exchange and Conversion Agreement.
Section 6.06. Amendment and Waiver. This Note Exchange and Conversion
Agreement may be amended or modified, and the rights and obligations of the
parties to this Note Exchange and Conversion Agreement may be waived, only
upon the written consent of the parties to this Note Exchange and Conversion
Agreement. Notwithstanding the foregoing, any amendment, modification or
waiver of a provision of this Note Exchange and Conversion Agreement that
applies to a particular Noteholder but does not affect all Noteholders in a
proportionately similar manner may be effected without the consent of the
other Noteholders affected in the dissimilar manner.
Section 6.07. Notices. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed facsimile if
sent during normal business hours of the recipient, if not, then on the next
business day, (c) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to (i)
MSV LP and General Partner at the address set forth on the signature page of
this Note Exchange and Conversion Agreement, and (ii) each Noteholder at the
address designated by such party in the Partnership Agreement or Stockholders'
Agreement.
Section 6.08. Equitable Relief. Each Noteholder agrees that if it
fails to perform its obligations under this Note Exchange and Conversion
Agreement for any reason whatsoever, MSV LP shall be entitled to specific
performance and injunctive or other equitable relief, and each Noteholder
hereby further agrees to waive any requirement for the securing or posting of
any bond in connection with the obtaining of any injunctive or other equitable
relief. This provision is without prejudice to any other rights that MSV LP
may have against any Noteholder for any failure to perform its obligations
under this Note Exchange and Conversion Agreement.
Section 6.09. Further Assurances. Each Noteholder shall at any time
and from time to time promptly execute and deliver to MSV LP such further
instruments, consents and other documents and take such further action as
General Partner or MSV LP reasonably may require in order to carry out the
full intent and purpose of this Note Exchange and Conversion Agreement.
Section 6.10. Interpretation. The titles of the sections and
subsections of this Note Exchange and Conversion Agreement are for convenience
of reference only and are not to be considered in construing this Note
Exchange and Conversion Agreement. All pronouns contained herein, and any
variations thereof, shall be deemed to refer to the masculine, feminine or
neutral, singular or plural, as to the identity of the parties hereto may
require.
Section 6.11. Counterparts. This Note Exchange and Conversion
Agreement may be executed in any number of counterparts, each of which shall
be an original, but all of which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Note Exchange
and Conversion Agreement by facsimile shall be effective as delivery of a
manually executed counterpart of this Note Exchange and Conversion Agreement.
Section 6.12. Entire Agreement. This Note Exchange and Conversion
Agreement, the Schedules hereto and any other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and supersede any and all prior and
contemporaneous agreements or understandings, whether expressed or implied,
written or oral, between the parties with respect hereto and thereto. No party
shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein
and therein.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have duly executed this Note
Exchange and Conversion Agreement as of the date first above written.
MOBILE SATELLITE VENTURES LP
By: Its General Partner, Mobile
Satellite Ventures GP Inc.
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Secretary
MOBILE SATELLITE VENTURES GP INC.
By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Secretary
Address for Notice for MSV LP and
General Partner:
00000 Xxxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000-0000
Attention: General Counsel
Facsimile: (000) 000-0000
With a copy to (which shall not
constitute notice to MSV LP or
General Partner):
Xxxxxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
MOTIENT VENTURES HOLDING INC.
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: EVP & COO
MSV INVESTORS, LLC
By: MSV Investors Holdings, Inc.,
it Managing Member
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: CEO
TELCOM SATELLITE VENTURES II, INC.
By: /s/ Xxx X. Xxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxx
Title: Vice President and General
Counsel
TELCOM SATELLITE VENTURES INC.
By: /s/ Xxx X. Xxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxx
Title: Vice President and General
Counsel
SPECTRUM SPACE EQUITY INVESTORS
IV-II, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPECTRUM SPACE IV PARALLEL II, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPECTRUM SPACE IV MANAGERS II, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPECTRUM SPACE EQUITY INVESTORS IV,
INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPECTRUM SPACE IV PARALLEL, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
SPECTRUM SPACE IV MANAGERS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
COLUMBIA SPACE (QP) II, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
COLUMBIA SPACE (AI) II, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
COLUMBIA SPACE PARTNERS II, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
COLUMBIA SPACE (QP), INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
COLUMBIA SPACE (AI), INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
COLUMBIA SPACE PARTNERS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
